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HomeMy WebLinkAbout2018-11-27; City Council; Resolution 2018-197RESOLUTION NO. 2018-197 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING 49 MASTER AGREEMENTS. WHEREAS, the City Council of the City of Carlsbad, California has determined that securing access to a diverse pool of available consultants for professional services that facilitate timely completion of departmental and Capital Improvement Program projects is needed; and WHEREAS, the Public Works Department solicited, received, and reviewed Statements of Qualifications (SOQs) for professional services consistent with the Carlsbad Municipal Code section 3.28.060; and WHEREAS, following a review and ranking of the SOQs based on a weighted scoring system, staff recommends the firms most qualified and providing the best value to the City of Carlsbad for the corresponding disciplines for the term Dec. 1, 2018 through Nov. 30, 2021 as follows, • Architecture/Bridging, Domusstudio Architecture, LLP (Attachment A) • Architecture/Bridging, RJC Architects (Attachment B) • Asset Management, HDR Engineering, Inc. (Attachment C) • Asset Management, West Yost & Associates (Attachment D) • Communications/Outreach, JPW Communications, LLC. (Attachment E) • Communications/Outreach, NVS, Inc. (Attachment F) • Communications/Outreach, Southwest Strategies, LLC. (Attachment G) • Communications/Outreach, TRC Engineers, Inc. (Attachment H) • Civil Engineering (General), Dokken Engineering (Attachment J) • Civil Engineering (General), Kimley-Horn and Associates, Inc. (Attachment K) • Civil Engineering (General), Michael Baker International (Attachment L) • Civil Engineering (General), O'Day Consultants, Inc. (Attachment M) • Civil Engineering (General), Glenn A. Rick Engineering Development & Co. (Attachment N) • Electrical/Mechanical/Plumbing Engineering, BSE Engineering, Inc. (Attachment P) • Electrical/Mechanical/Plumbing Engineering, IMEG Corp. (Attachment Q) • Environmental Planning/ Studies, Dudek (Attachment R) • Environmental Planning/ Studies, LSA Associates, Inc. (Attachment S) • Environmental/Stormwater, Dudek (Attachment T) November 27, 2018 Item #6 Page 5 of 671 • Environmental/Stormwater, Mikhail Ogawa Engineering Inc. (Attachment U) • Environmental Outreach and Services, Global Disposal Reduction Services, Inc. (Attachment V) • Environmental Outreach and Services, I Love a Clean San Diego (Attachment W) • Environmental Outreach and Services, Solana Center for Environmental Innovation (Attachment X) • Financial Services, Carollo Engineers, Inc. (Attachment Y) • Financial Services, Willdan Financial Services (Attachment Z) • Geotechnical Services, Group Delta Consultants, Inc. (Attachment AA) • Geotechnical Services, Ninyo & Moore Geotechnical and Environmental Sciences Consultants (Attachment AB) • Interior Design, Ferguson Pape Baldwin Architects, Inc. (Attachment AC) • Real Property, Clark Land Resources, Inc. (Attachment AD) • Storm Drain Engineering, AECOM Technical Services Inc. (Attachment AE) • Storm Drain Engineering, Michael Baker International (Attachment AF) • Storm Drain Engineering, Glenn A. Rick Engineering Development & Co. (Attachment AG) • Stormwater Treatment Control Best Management Practices (TCBMP) Inspections, CASC Engineering and Consulting, Inc. (Attachment AH) • Stormwater TCBMP Inspections, D-Max Engineering, Inc. (Attachment AJ) • Structural Engineering, Dokken Engineering (Attachment AK) • Structural Engineering, IDS Group, Inc. (Attachment AL) • Surveying, NVS, Inc. (Attachment AM) • Surveying, O'Day Consultants, Inc. (Attachment AN) • Surveying, Right-of-Way Engineering Services, Inc. (Attachment AP) • Traffic Engineering, STC Traffic, Inc. (Attachment AQ) • Traffic Engineering, Kimley-Horn and Associates, Inc. (Attachment AR) • Transportation Planning, Chen Ryan Associates, Inc. (Attachment AS) • Transportation Planning, Fehr & Peers (Attachment AT) • Utility Locating/Potholing, Underground Solutions, Inc. (Attachment AU) • Utilities Modeling, HDR Engineering, Inc. (Attachment AV) November 27, 2018 Item #6 Page 6 of 671 • Utilities Project Management/Capital Improvement Project Implementation, PROTEUS Consulting (Attachment AW) • Utilities Project Management/Capital Improvement Project Implementation, Water Systems Consulting, Inc. (Attachment AX) • Wastewater Engineering, GHD Inc. (Attachment AV) • Wastewater Engineering, Kennedy/Jenks Consultants (Attachment AZ) • Watershed Planning, D-Max Engineering, Inc. (Attachment BA) WHEREAS, expenditures for these professional services are subject to availability of departmental budget appropriations and capital project funding; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. 2. 3. That the above recitations are true and correct. That 49 master agreements with the aforementioned firms, attached hereto as Attachments A through BA, are hereby approved. That the mayor is authorized and directed to execute the master agreements on behalf of the City of Carlsbad. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 27th day of November, 2018, by the following vote, to wit: AYES: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. NOES: ABSENT: None. None. November 27, 2018 Item #6 Page 7 of 671 PSA 19-544CA MASTER AGREEMENT FOR ARCHITECTURE/BRIDGING SERVICES DOMUSSTUDIO ARCHITECTURE, LLP THIS AGREEMENT is made and entered into as of the tJ-0th day of ~JD~~~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Domusstudio Architecture, LLP, a limited liability parternship, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in the architecture and bridging field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to architecture and bridging. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 8 of 671 PSA 19-544CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 9 of 671 PSA 19-544CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 10 of 671 PSA 19-544CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 11 of 671 PSA 19-544CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Wayne Holtan Title Project Manager Address 2800 Third Avenue San Diego, CA 92103 Phone No. 619-692-9393 Ext. 15 Email wayne.holtan@domusstudio.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesQ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 12 of 671 PSA 19-544CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 13 of 671 PSA 19-544CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 14 of 671 PSA 19-544CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this "fl.4->71 day of <"'( trxz~~7L-, 2018. CONTRACTOR Domusstudio Architecture, LLP, a limi liability partern hip ' . By: (sign here) llltl'! ne -Ho l;b, 11 Principal By:\ ----(sign here) '~vNA1J·ttn--' I?c)111 ~vy Principal, Managing Partner CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: JG.£ 1 (~~ eputy City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 15 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Date personally appeared Name(s) of Signer(s) of the Officer who proved to me on the basis of satisfactory evidence to be the perso~ whose name(s) ~ subscri_9..ep, to the within instrument and acknowledged JQ.. me that he,'sl ,e~ executed the same in -~~ir authorized capacity(ies), and that by his;'I 1e1;'~ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document <Lf-, o'-~ ~~J l Title or Type of Document: ruj)\ti1.A-· ~ Prnh., kt._,h.,,c:_. . Document Date: lo ~ I a-<=-I~ Number of Pages: ~ l · ·gner(s) Other Than Named Above: t.JJ ~~ t-:il-r~ Capacity(ies) Claimed by Sign r(s) Signer's Name: ---~+--,>"'+-------- ' Corporate Officer -Tit Partner -= Limite ! 1 neral 1 I Individual · J Attorney 1n Fact I Trustee I I Guardian or Conservator 1 ; Other: ______________ _ Signer's Name: ___ _,.,,.._,_,__ ______ _ I I Corporate Officer - I i Partner -• Limite U Individual I I ! Trustee I Guardian or Conservator i i Other: _______________ _ Signer Is ReR ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 16 of 671 PSA 19-544CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of architecture and bridging tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Bridging Document Development B. Complete Design Services C. Conceptual Design D. Design Administration Services (RFI, ASI, Review) E. Space Programming Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 17 of 671 PSA 19-544CA Request for Qualifications FEE SCHEDULE City of Carlsbad Master Agreement Consultant Services RFQ 18-05 ef • ,. ' ' aomus ~: > - stdio 2800 Third Avenue San Diego, CA 92103 Tel 619.692.9393 Fox 619.692.9394 10 November 27, 2018 Item #6 Page 18 of 671 domusstudio architecture PSA 19-544CA 6. Fee Schedule Exhibit B EXHIBIT B-SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF domusstudio architecture NAME TITLE HOURLY RATE 1. (See attached) 2. 3. 4. 5. 9. 10. SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. (See attached) 2. 3. 9. 10. EXPENSES DESCRIPTION COST %MARKUP 1. Mileage $0.54 I mile 15% 2. Copy Services NA NA 3. 4. 5. Master Agreement Consulting Services 14 of 24 Request for Qualification RFO._ No.18-05 l 11 November 27, 2018 Item #6 Page 19 of 671 PSA 19-544CA domusstudio architecture 6. Fee Schedule domusstudio architecture Hourly Rates Exhibit A: Hourly Billing Classification Rates Schedule Effective as of January 2018 CLASSIFICATION PERSONNEL Principal Jonathan Dominy, AJA Wayne Holtan, AIA David Keitel, AIA David Pfeifer, AIA John Pyjar, AIA Project Manager Lisa D'Ambrosia, Architect Robert Milewski, Architect Project Architect Sean Cahalin, Architect (licensed in MD&WA) Adam Martin (licensed in LA) Michael D. Meizen, Architect Toni Pyjar, Architect Tommy Ross, Architect Nicolas Wilson, Architect Designer/Job Captain Jennifer Fillip Scott McColl Amanda Rooney · Jessica Schwartz Diane Zoura Intern Abril Inzunza Business Administrator Jill Childers HOURLY RATE $190 $150 $125 $100 $80 $95 EEO Provisions: domusstudio architecture is an equal opportunity employer and makes employment decisions on the basis of merit. We want to have the best available persons in every job. Company policy prohibits unlawful discrimination based on race, color, creed, gender, religion, marital status. age, national origin or ancestry, physical or mental disability, medical condition including genetic characteristics, or any other consideration made unlawful by federal, state, or local laws. All such discrimination is unlawful. Our Company is committed to compliance with all applicable laws providing equal employment opportunities. This commitment applies to all persons involved in the operations of the Company and prohibits unlawful discrimination by any staff member of the Company, including Partners and Associates and outside Consultants. Principals: Jonathan Dominy AIA I Wayne Holton AJA I David Keitel AJA I David Pfeifer AJA I John Pyiar AIA 2800 Third Avenue, San Diego, California 92103 619.692.9393 domusstudio.com 12 2 November 27, 2018 Item #6 Page 20 of 671 PSA 19-544CA STRUCTURAL ENGINEERING SOLUTIONS 6. Fee Schedule Subconsultant' s Hourly Rates Hourly Rates The following engineering rates are in effect: Principal Engineer $250. 001hr. Staff Engineer ...... $135. 001hr. Senior Drafter ........ $85.00/hr. Drafter .................... $55. 001hr. Administrative ... $45.00/hr. Expenses ............. 1. 15 x cost 45901 Sandia Creek Temecula, CA 92590 Phone: 951-699-2666 Fax: 951-699-2655 13 nt1•POST-Ti:NSI001!,\IG l:._iJ\iST!iUJi: Professional Member Page 1 of 1 3 November 27, 2018 Item #6 Page 21 of 671 SYSK-\ I lLNNESSY PSA 19-544CA 6. Fee Schedule Subconsultant's Hourly Rates GROUP 401 West A Street. Suite 1850 • San Diego. CA 92123-2667 • 858.244.0360 • www.syska.com Title Project Manager Project Engineer/Supervising Engineer Supervising Designer Senior Engineer Senior Designer Engineer Revit Project Coordinator Designer Engineering Aide or Project Admin Hourly Rate $ 185.00 $ 200.00 $ 175.00 $ 165.00 $ 160.00 $ 140.00 $ 130.00 $ 115.00 $ 90.00 SYSKA HENNESSY GROUP q:\-4.1 pro~pech\-20l8\co1lsbod fire station 4\7.00 morkellng\rfp respons.t\fee proposol\ca,lsbad rfq hourlyroles\shg hol.lly roles.docx 14 4 November 27, 2018 Item #6 Page 22 of 671 PSA 19-544CA 6. Fee Schedule Subconsultant' s Hourly Rates !inipe!!!i-Dye i!ll!61!60Ciate• William A. Snipes, P.E., L.S. Principal Matthew P. Kurtz, P.E. Principal Son P. Nguyen, P.E. Associate Eduardo Cadena, P.E. Project Manager Adolfo Flores Asst. Survey Manager Robert L. Bruckart, P .E. Principal Emeritus G. Howard Dye, L.S. Retired EXHIBIT"~' SCHEDULE OF HOURLY BILLING RATES For the period of July 1, 2017 through June 30, 2018 CIVIL ENGINEERING SERVICES Principal Engineer Project Manager Project Engineer Design Engineer CAD Technician Assistant Design Engineer Assistant CAD Technician Junior Design Engineer Technical Assistant SURVEYING SERVICES Principal Surveyor Project Manager GPS Survey Crew One Person Survey Crew One Person Survey Crew Prevailing Wage Two Person Survey Crew Two Person Survey Crew Prevailing Wage Survey Manager Survey Analyst Survey Calculations CAD Technician Assistant CAD Technician Technical Assistant Note: Surveying rates shown include all equipment. OTHER SERVICES Forensic Engineering Depositions and Court Testimony (travel time @ $285 rate, no minimum) $205 $185 $165 $140 $120 $114 $94 $90 $82 $205 $185 $205 $175 $220 $205 $265 $165 $140 $124 $120 $94 $82 $285 $385 Outside Expenses (subconsultants, printing charges, subsistence) Cost+ 15% civil engineers and land surveyors 8348 Center Drive, Suite G • La Mesa, CA 91942-2910 • 619/697-9234 • Fax 619/460-2033 15 5 November 27, 2018 Item #6 Page 23 of 671 •' ' PSA 19-544CA 6. Fee Schedule Subconsultant' s Hourly Rates De:r...ee:r.l. F'e>"'7'el.l. .A.tel.:i.er, :X:xio • ~,~ TEL. (il~J'I,: ;(,~} -~~ FAX-01·1_1ri,1 ~G!3 5,_~_,i'.j ww,.,v.d:::-;d.::,1;:i .• ,;;n· . ;.c ~ ? ".. ': Design Fees & Hourly Rates Our office standard policy is to provide fixed fees for individual projects at the time such work is requested. A written fee estimate and scope of work will be submitted for your review and approval prior 'to any work being performed. Fees will include separate line items for reimbursable expenses, testing, photography, copy writing, and other specific items, if included in our work. Design work on smaller projects, and additional work on established projects can be provided at the client's request, at our standard office hourly rates. Principal Project Landscape Architect/ Designer Irrigation Designer Copy Writer Clerical Reimbursable Expenses $120.00 per hour $100.00 per hour $100.00 per hour $92.00 per hour $60.00 per hour Blueprinting and photographic or other paper copy work may be billed directly through the client's blueprinting account at their request. Blueprinting billed through our account, special materials for the preparation of presentation exhibits (i.e. frames, foam-core, mounting, etc.), soil tests, and outside consultants will be billed at cost plus 15% for handling. In-house plots of the final drawings (if required) will be billed at $20.00 for 24x36 mylar and $2.00 for 24x36 bond per each copy. 16 • • • • • 6 November 27, 2018 Item #6 Page 24 of 671 PSA 19-544CA 6. Fee Schedule Subconsultant' s Hourly Rates Schedule of Fees Hourly Charges for Personnel Principal Engineer/Geologist/Environmental Scientist .. Certified Industrial Hygienist..... . . . . . . . .. ...... Senior Engineer/Geologist/linvironmental Scientist.. Senior Project Engineer/Geologist/Environmental Scientist Certified Asbestos Consultant, Lead Inspector/Assessor, Lead Project Monitor .. Project Engineer/Geologist/Environmental Scientist Senior Staff Engineer/Geologist/Environmental Scientist . . . . . Staff Engineer/Geologist/Environmental Scientist .. Certified Site Surveillance Technician, Lead Sampling Technician* GIS Analyst .. Field Operations Manager. . . . . .. . .. Supervisory Technician* Nondestructive Examination Technician*, UT, MT, LP ACI Concrete Technician* .. Concrete/Asphalt Batch Plant Inspector* Special Inspector {Concrete, Masonry, Steel, Welding, and Fireproofing)*. Senior Field/Laboratory Technician* .. Field/Laboratory Technician* Technical Illustrator/CAD Operator. Information Specialist.. .. .. . . .. .. . . . .. Geotechnical/Environmental/Laboratory Assistant .. Data Processing, Technical Editing, or Reproduction Other Charges _;_, ,, ... i Concrete Coring Equipment 0ncludes one technician) X-Ray Fluorescence . PID/FID Usage Anchor load test equipment {includes technician) Hand Auger Equipment Inclinometer Usage Vapor Emission Kits .. Level D Personal Protective Equipment (per person per day) Rebar Locator (Pachometer) ... Nuclear Density Gauge Usage Field Vehicle Usage Direct Project Expenses. Laboratory testing, geophysical equipment, and other special equipment provided upon request. .. $ 178 $ 178 $ 168 $ 163 $ 163 $ 156 $ 142 $ 126 $ 126 $ 116 $ 112 $ 98 $ 98 $ 98 $ 98 $ 98 $ 98 $ 98 $ 92 $ 78 $ 76 $ 68 $ 180/hr $ 300/day $ 140/day $ 97/hr $ 65/day $ 40/hr $ 40/kit $ 30/p/d $ 30/hr $ 15/hr $ 12/hr Cost plus 10 % For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday construction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal construction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 24 hours. Field Technician rates are based on a 4-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8-hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on accounts not paid within 30 days. The terms and conditions of providing our consulting services include our limitation of liability and indemnities as presented in Ninyo & Moore's Work Authorization and Agreement. "Indicates rates that are based on Prevailing Wage Determination made by the State of California, Director of Industrial Relations on a semiannual basis. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project. Ninyo & Moore I City of Carlsbad. Fire Station4 I S02-01344 I June 12. 2018 C11PW 17 7 November 27, 2018 Item #6 Page 25 of 671 PSA 19-544CA 6. Fee Schedule S b It t' H I Rates 2018 Schedule of Fees for Laboratory Testing -~ ---~- Laboratory Test, Test Designation, and Pric~ _Per Test SOILS Attemerg Limits, D 4318, CT 204. ... . ....... $ 170 California Bearing Ratio (CBR), D 1883 . . $ 550 Chlolide and Sulfate Content CT417 & CT 422 . . .. $ 175 Consolidation, D 2435, CT 219.. ............ ... . .. $ 300 Consolidation, Hydro-Collapse only, D 2435 ........................................... $ 150 Consolidation-Time Rate, D 2435, CT 219 . . . . .. $ 75 Direct Shear -Remolded, D 3080 . . . ..... $ 350 Direct Shear -Undisturbed, D 3080 $ 300 Durability Index, CT 229 .. . .... . $ 175 Expansion Index, D 4829, IBC 18-3 . $ 190 Expansion Potential (Melhod A), D 4546 $ 170 Geofabric Tensile and Bongation Test, D 4632 $ 200 Hydraulic Conductivity, D 5084 $ 350 Hydrometer Analysis, D 422, CT 203 . . . . . $ 220 Moisture, Ash, & Organic Matter of Peal/Organic Soils $ 120 Moisture Only, D 2216, CT 226.. $ 35 Moisture and Density, D 2937 . $ 45 Permeability, CH, D 2434, CT 220 .. . $ 300 pH and Resistivity, CT643. .. ... .. . $ 175 Proctor Density 01557, D 698, CT 216, AASHTO T-180 ... .. $ 220 Proctor Density with Rock Correction D 1557. . .. $ 340 R-value, D 2844, CT 301 .. $ 325 Sand Equivlient D 2419, CT 217 . . . $ 125 Sieve Analysis, D 422, CT 202 . . . $ 145 Sieve Analysis, 200Wash, D 1140, CT 202 $ 100 Specific Gravity, D 854.. .... . . $ 125 Thermal ResislMty (ASTM 5334, IEEE 442) . $ 925 Triaxial Shear, C.D, D 4767, T 297 $ 450 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt $ 400 Triaxial Shear, C.U., wbpore pressure, 04767, T 2297 per pt $ 250 Triaxial Shear, U.U., D 2850 . $ 180 Unconfined Compressoo, D 2166, T 208 $ 130 MASONRY Brick Absorption, 24-hour submersion, 5-hr boiling, 7 ~. C 67 .... Brick COOl)ression Test. C 67 . Brick Efflorescence, C 67 Brick Modulus of Rupture, C 67 Brick Moisture as receNed, C 67 .. Brick Saturaion Coefficient, C 67 Concrete Block Compression Test 8x8x16, C 140 .... Concrete Block Confomalce Package, C 90 Concrete Block Linear Shrinkage, C 426 . Concrete Block Unit Weight and Absorption, C 140 . Cores, Compression or Shear Bond, CA Code .... Masonry Grout 3x3x6 prism COll1)ression, C 39 .. Masonry Mortar, 2x4 cylinder compression, C 109 Masonry Prism, half size, compression, C 1019 .... Masonry Prism, FuR size, compression, C 1019 REINFORCING AND STRUCTURAL STEEL Chemical Analysis, A 36, A 615 Fireproofing DensilyTest, UBC 7--6 Hardness Test Rockwell, A 370 High Strenglh Bolt, Nut & Washer Conformance, per assembly, A 325 , Mechanicaly Spliced Reiiforcing Tensile Test ACI Pre-Stress Strand (7 wire), A 416 . Reinforcing Tensie or Bend up to No. 11, A 615 & A 706 Structural Steel Tensile Test Up to 200,000 lbs. (machining extra), A 370 .. Welded Reinforcing Tensile Test Up to No. 11 bars, ACI . $ 70 $ 55 $ 55 .. $ so .$ 45 $ 60 $ 70 $ 500 $ 200 ..$ 70 $ 70 ..$ 45 $ 35 $ 120 ····· $ 200 $ 135 $ 60 $ 70 $ 150 $ 175 .... $ 170 $ 60 .. $ 80 . $ 65 CONCRETE Compression Tests, 6x12 Cylinder, C 39 ................ . Concrete Mix Design Review, Job Spec .... . Concrete Mix Design, per Trial Balch, 6 cylinder, ACI ...... Concrete Cores, Compression (exdudes sampling), C 42 Dfying Shrinkage, C 157 . Flexural Test. C 78 .... Flexural Test. C 293 .. Flexural Test. CT 523 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI Jobsite Testing Laboratory . lightweight Concrete Fill, Compression, C 495 Petrographic Analysis, C 856 .. Restrained Expansion of Shrinkage Compensation . Spfltting Tensile Strenglh, C 496 . 3x6 Grout (CLSM), C 39 ... 2x2x2 Non-Shrink Grout, C 109 ASPHALT CONCRETE . .... $ 30 .$ 180 .$ 850 ...... $ 60 ... $ 400 . $ 75 ..$ 75 .. $ 85 .... $ 275 Quote $ so .. $ 2,000 $ 450 $ 100 $ 45 .$ 45 Air Voids, T 269 ... . . . .. $ 75 Asphalt-Mix Design, Galtrans (ind. Aggregate Quality).. . .. $ 4,500 Asphalt Mx Design Review, Job Spec . .. . . ... $ 180 Dust Proportioning, CTLP-4 ..... .. . ..... $ 75 Extraction, % Asphalt. induding Gradation, D 2172, CT 382 . . . . . . ... $ 250 Extraction, % Asphalt without Gradation, D 2172, CT 382 ····················-··$ 150 Fim Sbipping, CT 302 . $ 120 Hveem Stabiity and Un~ Weight D 1560, T 246, CT 366 . ..$ 225 Marshall Stability, Flow and Unit Weight T 245 $ 240 Maximum Theoretical Unit Weight D 2041, CT309 $ 150 Moisture Content CT 370 . . . S 85 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 $ 1,000 SlulT}'WetTrackAbrasion,03910 $ 150 Superpave, Asphalt Mix Verification (lllCI. Aggregate Quality) .. $ 4,900 Superpave, Gyratory Unit wt, T 312 $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 $ 1,000 Unit Weight sample or core, D 2726, CT308 $ 100 Voids in Milera! Aggregate, (VMA} CT LP-2 . . ... $ 75 Voids filled with Asphalt, (VFA) CT LP-3 . .$ 75 Wax Densly, D 1188 $ 100 AGGREGATES Ct;iy Lumps and Friable Particles, C 142 Cleanness Value, CT 227 Crushed Particles, CT 205 Durability, Coarse or Fine, CT 229 .. . ..... Fme Aggregate Angularity, ASTM C 1252, T 304, CT 234 Flat and Elongated Partide, D 4791 .... Lightweight Particles, C 123 Los Angeles Abrasion, C 131 or C 535 ...... .. Material Finer lhan No. 200 Sieve by Washing, C 117 Organic lmpunlies, C 40 Potential Alkali Reaclivity, Mortar Bar Method, Coarse, C 1260 Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 . Potential Reactivity of Aggregate (Chemlcal Method), C 289 Sand Equivalent T 176, CT 217 Sieve Analysis, Coarse Aggregate, T 27. C 136 Sieve Analysis, Fine Aggregate ~naiding wash), T 27, C 136 Sodium Sulfate Soundness, C 88 Specific Gravity and Absorption, Coarse, C 127, CT 206 Specific Gravity and Absorption, Fine, C 128, CT 207 ROOFING Roofing TIie Absorption, (set of 5), C 67 Roofing nte Strenglh Test (set of 5), C 67 ..... $ 180 $ 180 .. $ 175 . .... $ 205 .$ 180 . ... $ 220 $ 180 .$ 200 ... $ 90 .$ 90 .$1,250 $ 950 $ 475 $ 125 $ 120 $ 145 $ 450 .$ 115 .$ 175 .$ 250 $ 250 Special preparation of standard test specimens wil be charged at the technician's hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. --------------------------- Ninyo & Moore I City of Carlsbad, Fire Station 4 I S02--01344 I June 12. 2018 C11 PW 18 8 November 27, 2018 Item #6 Page 26 of 671 PSA 19-544CA 6. Fee Schedule Subconsultant' s Hourly Rates PRO:l-FSS!ONAL RATES Fee Schedule -2018 EXECUTlVE: f\/iANAGEJ\AtNT: SENJOR PROFESS!O!\l,4l: PROFES510!\JAL: TITLE Principal Director Project/Coi1struction Executive Program !Vianager Estimating Manager Scheduling !Vlanager Constructobility Reviewer Senior Project/Construction Manager Senior Estirnator Senio,-Scheduler Pro1ect/Coostruction Manager Estirnatot' Scheduler Assistai1t Project/Construction Manager Project Engineer Docurnent Control Specialist Admii1isUative Assistant Rates are valid through 31 December 2018. 19 HOURLY RATE $225 $185 $180 $180 $170 $170 $170 $160 $160 $160 $150 $135 $135 $135 $98 $84 $68 9 November 27, 2018 Item #6 Page 27 of 671 PSA 19-544CA 6. Fee Schedule Subconsultant' s Hourly Rates Fee Schedule Project Designation Name Hourly Rate Senior Principal Manager Jason Stack, TE, PTOE $210 Principal Manager Dawn Wilson, PE, TE $195 Senior Project Manager Nick Minicilli, PE, TE $175 Project Manager Henry Trang, PE, TE $160 Construction Manager Chris Comes, IMSA II $150 Project Technical Specialist Richard Foran $150 Project Technical Specialist Adam Lemberg, IMSA Ill $150 Project Technical Specialist Alain Hungerford $150 Project Technical Specialist Paul Pace $150 Senior Planner David Mizell, AICP $150 Senior Project Engineer Joe Donaldson $145 Senior Project Engineer Balaji Shivaji $145 Construction Engineer/inspector $135 Project Engineer Christian Lambarth, PE $130 Associate Engineer Ashley Adamos, EIT $115 Associate Engineer Brett Hansen $115 Associate Engineer Joseph Walters, IMSA I $115 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Engineer Ian Barr, EIT $100 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Planner Courtney Armusewicz $100 Engineering Intern $60 Note: The Fee Schedule is effective through December 31, 2018. STC Traffic is a local business and there are no direct costs for mileage. Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultants cost without mark-up. 10 20 November 27, 2018 Item #6 Page 28 of 671 PSA 19-545CA MASTER AGREEMENT FOR ARCHITECTURE/BRIDGING SERVICES RJC ARCHITECTS, INC. THIS AGREEMENT is made and entered into as of the 2 8~ day of }:]l~VV\.\.6?:uY , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and RJC Architects, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in the architecture and bridging field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to architecture and bridging. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 29 of 671 PSA 19-545CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 30 of 671 PSA 19-545CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL} Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 31 of 671 PSA 19-545CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 32 of 671 PSA 19-545CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name James Robbins Title Principal-In Charge Address 320 Laurel Street San Diego, CA 92101 Phone No. 619-239-9292 Email jrobbins@rjcarchitects.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 33 of 671 PSA 19-545CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. · 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 34 of 671 PSA 19-545CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 35 of 671 PSA 19-545CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. . Executed by Contractor this OI 1fr', " day of ~ , 2018. CONTRACTOR RJC Architects, Inc., a California corporation By: ~-e-) _____ _ c l(JAAAeS. &b~s r i/4,·e ftes,<i~t: (print n-ame/title) By~ (sign here) (Zs.IA S f-t:,w ~ ,,..f, ~~ ,-. e f ~7 (print name/fitle) CITY OF CARLSBAD, a municipal corporation of the State of California By: rli{/ 1/4,; I H81, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: .n~A ~ ., ~Deputy CityAttor y City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 36 of 671 State of California ~("\ County of , • CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On _r_o....,.f_o_a_/~2-0-1-· -8----before me, -~R,_o_· b_' _-e_rt'_(h-er-e G_ins~e-rt0-na_,m(_!----K-··r:7_ti-tle_o_f -th-e o-ffi-c-er-) ----- personally appeared __ J_o_· _m_._1 -e_<~ _ __,_R_,__a_b_b_l--r-Q-~ _--;;o=n=d=--_D_~~'~~--_+e_vJ_C\_i;;_+~--- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _K:M_a_. Jj_~-+------- 1············i "owun AL~N GOLDYN : e·. . Net;iry Pu_blic -Cilifornia z < • ~ :I .. ' ~ Sin _D,ego County ; • Cemm1ss1en # 2231792 My Ce pir~s Mar 22, 2022 OPTIONAL INFORMATION Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthoriLed document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of ___ C oo-tral+ tor ~C"Vl°Ce.S" -- containing /0 pages. and dated _10/oi/-z<;,,l 8 The signer(s) capacity or authority is/are as: I I lndividual(s) [__] Attorney-in-Fact bb, . X CorporateOfficer(s) Jam~, l::o U\\ -Vac,e Aes,~t- Title(s) Dan ~c:;f t -SE'U ~.-ta. f ( J Guardian/Conservator [ _ _] Partner -Limited/General J Trustee(s) [ J Other representing: _______________ _ Name(s) of Person(s) or Ent1ty(1es) Signer 1s Representing Additional Information Method of Signe_r lde_ntificatiCJ_n Proved to me on the basis of satisfactory evidence: LO form(s) of ident11ication () credible w,tness(es) Notarial event is detailed in notary journal on: Page # Entry # Notary contact: Other D Additional Signer(s) [] Signer(s) Thumbprint(s) • i) C opyriyht 200/-2011 Notary Rotary, Inc PO Box /4 1400, Des Moines, IA 50311-0507 All Rights Re)erved Item Number 101 772 Please contact your Authorized Reseller to purchase copies of this form November 27, 2018 Item #6 Page 37 of 671 PSA 19-545CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of architecture and bridging tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Bridging Document Development B. Complete Design Services C. Conceptual Design D. Design Administration Services (RFI, ASI, Review) E. Space Programming Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 38 of 671 FEE SCHEDULE HOURLY RATES For hourly or Additional Services as agreed to by both parties, the Architect's hourly rates as of January 1, 2018 are set forth on the right. The rates represent the range for professional and administrative personnel. Project-specific roles for personnel will be established with the appropriate rate. REIMBURSABLE EXPENSES Travel outside San Diego County, printing and reproduction for use by Owner, and express messenger services shall be billed at 115% of actual cost. SUB-CONSULTANT HOURLY RATES MICHAEL BAKER INTERNATIONAL Civil Engineer Name Title James Haughey Principal TBD Project Manager TBD Project Engineer TBD Design Engineer/Senior Designer/Mapper TBD Designer/CAD Technician TBD Clerical DEC ENGINE!,::RS Mechanical Engineer Name Title Chris Deck Principal TBD Project Manager TBD Staff Engineer TBD Designer TBD Drafting TBD Word Processing Rate $250 $215 $155 $140 $105 $65 Rate $215 $165 $125 $95 $65 $55 PSA 19-545CA RJC I STEINBERG HART Architect Name Title James Robbins Principal Janene Christopher Quality Assurance Dan Stewart Project Manager Bob Goldyn Project Manager/LEED John Hinkel Project Manager Peter Wurst Project Manager TBD Senior Designer TBD Project Architect TBD Job Captain TBD Designer TBD Administrative AARK ENGINEERING Structural Engineer Name Title Mark Van Bibber Principal Structural Engineer TBD Senior Managing Engineer TBD Senior Project Manager TBD Project Manager TBD Senior Project Engineer TBD Project Engineer TBD Senior Designer TBD Designer TBD Administrative/Clerical TBD Registered Structural Engineer Expert Witness Testimony MICHAEL WALL ENGINEERING Electrical Engineer Name Title Guy Carpino Principal Electrical Engineer George Younan Electrical Engineer Jen York CAD Bernadette McMurtry Clerical Rate $250 $200 $175 $175 $175 $175 $150 $150 $125 $120 $80 Rate $165 $145 $133 $128 $123 $118 $95 $80 $60 $295 Rate $200 $125 $85 $65 City of Carlsbad Master Agreement Consultant Services: Fee Schedule 1 10 November 27, 2018 Item #6 Page 39 of 671 MASTER AGREEMENT FOR ASSET MANAGEMENT SERVICES HOR ENGINEERING, INC. PSA 19-546CA THIS AGREEMENT is made and entered into as of the 20-tv\ day of NDtt?YV\\cz€k2=-, 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and HOR Engineering, Inc., a Nebraska corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in the asset management field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to asset management. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 40 of 671 PSA 19-546CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 41 of 671 PSA 19-546CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 42 of 671 PSA 19-546CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies that include the City as an additional insured and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 43 of 671 PSA 19-546CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name David Spencer Title Project Manager Address 591 Camino de la Reina Suite 300 San Diego, CA 92108 Phone No. 858-712-8400 Email david.r.spencer@hdrinc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 44 of 671 PSA 19-546CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 45 of 671 PSA 19-546CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 46 of 671 PSA 19-546CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR HOR Engineering , Inc., a Nebraska corporation By: (sign here) Aaron M. Meilleur, Vice President By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 47 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Los A..nge\e,'.2 ) On GchYoe:< 15i '2,0(6 before me, Je.,'(\~\k'( f,\nOY-eY"\ I ~0-TCAf"j 1?ub\\G Date Here Insert Name and Title of tne Officer personally appeared J\ 0 YO (I N\ C\-t t l'\.t\.Jv ~ e, I \ \ ti.,\'( Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. @ JENNIFERFRIDRICHTHOREN ~ Notary Pub. lie_ California f lo~ Angeles County J Commissron # 2197334 My Comm. Expires Jun 11, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTIONAL ______________ _ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: ______________ _ • Other: ______________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 48 of 671 CERTIFICATE The undersigned hereby certifies that she is the Assistant Secretary of HOR Engineering, Inc., a Nebraska corporation {the "Corporation"), and that, as such, has custody of the minute books of the Corporation, and that, by Consent and Agreement of the Board of Directors dated May 17, 2017, the following resolution was unanimously adopted: "RESOLVED, that effective immediately and until termination of said individual from the Corporation, or until recision by the Corporation's Board of Directors, whichever occurs first, the following individuals are hereby granted the nondelegable authority to execute or approve on behalf of the Corporation, contracts, amendments or change orders for engineering services and architectural services incidental to engineering services to be rendered by the Corporation, ... , or releases of claim or lien in connection with such services, such contracts, amendments, change orders or releases so executed or approved shall be binding upon the Corporation: ... Aaron M. Meilleur-Vice President. .. " The undersigned further certifies that the foregoing resolution has been spread in full upon the minute books of the Corporation and is in full force and effect. DATED May 31, 2017. (CORPORA rE SEAL) November 27, 2018 Item #6 Page 49 of 671 PSA 19-546CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lnfoMaster Configuration/ Support B. Condition AssessmenU Support C. Estimated Useful Life Guidance D. Development of Risk Criteria/ Decision Logic E. Rehabilitation / Replacement Planning F. GISI Asset Data Support G. Asset Management/ Business Process Support Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 50 of 671 PSA 19-546CA City of Carlsbad I RFQ 18-05 Master Agreement Consultant Services I Rate Schedule I-)~ :EXHIBITS -----«~ ·---· ·--- STAFF 1 I ~;~\pencer i ;:~:ct Manager · · -----------~ ~i6~B_LY RATE_ - 2 1 D;~~-Gips~~ I Principal in Charge ____ I $340 i-3--! rv,i·~ Flor~~ 1 Quality Assurance/Quality Control ----_ _! $320 4-JEr~ s~-herch . -.. . --···· __ JA~et Management Lead .... '$220 ... ------- _5 _ J_Brien Cl~rk ·--_ I Condition Assessment Lead _____ i$260 _________ _ 6 Dan Ellison ----------·--rCo~diti;~ Assessment Supp;rt 3---; $320 I 7 .... Mersed_~_~koo~d~ --·-j Condition Assessment Support 2 · · · · ! $170 8 Erika Perez ---Tcondition As;~ssment Supp~rt,-----I $135 -·- -9 -~£_~t Humphrey I Asset Management Support 3 I $220 ------- .10 JoelEngleson ~-=::~---:=---=i ~ss1:t ~~_c1~e~~~~u_p_e~!. ~-_______ ----+~~Q ____ _ • 11 Af!)a~d-~-~~_(P.a~d/~r_ia H_era_ypur I Asset Management Supportl $125 _____ _ 12 i~yJ_ng Li_____ _ __ _l~IS Lt:~9___ .. _-___ ~----I $180 1~ .1 ~!Jders Bu_ryal! ... --__ ___ j ~~S_S_LIEfl2'°l_ _ _ _ ljl_4Q __ 14 L __ __________ I Engineering Intern -----·· $110 ___ _ _ 15 i __ ______ __ j Project Coordinator i $120 SUBCONSULTANTS I NAME/FIRM 1 IN/A .. . . 1EXPENSES I TITLE . IN/A . DESCRIPTION I COST i HOURLY RATE . . . . . !N/A , 1 .. Mileage I $0.54.5 per mile, or as permitted by IRS '2 _!Printing -B&W 81/2 x 11 ___ ____ I $0.05 ·p;r-she~t ------- % MARKUP 5% 5% f' -----·-------------- 3 Printing -Color 81/2_x_11 ___ i $0.15 per sheet 5% 10 2 November 27, 2018 Item #6 Page 51 of 671 PSA 19-548CA MASTER AGREEMENT FOR ASSET MANAGEMENT SERVICES WEST YOST & ASSOCIATES, INC. } HIS AGREEMENT is made and entered into as of the 2,~ day of ~Q:J:{\M.\;?C✓ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and West Yost & Associates, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in the asset management field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to asset management. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 52 of 671 PSA 19-548CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 53 of 671 PSA 19-548CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City· Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1. 3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 54 of 671 PSA 19-548CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 55 of 671 PSA 19-548CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Momcilo Savovic Title Project Manager 2020 Research Park Drive Address Suite 100 Davis, CA 95618 Phone No. 530-756-5905 Email msavovic@westyost.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x) No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 56 of 671 PSA 19-548CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 57 of 671 PSA 19-548CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 58 of 671 PSA19-548CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR West Yost & Associates, Inc., a California corporation By: ~.~Gdft fe/£~ J}_~/z, I I/re~ l;,-e.1i/e-.vr (print na~e/title) (sign here) .:foJ.n l). ~o~,'("\' CFO /Tr~$V--rll (print name/title) 1 CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 59 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of_'{_<:>_\ 0 __________ _ On _O_c..;_ft>_~ ___ '6;"--+-~-\-~-before me, -:P-e .. ,,.', lte. S~-e_£ IV...Gl.4A.., M-h--ly Pu \ol ~S- Date Here Insert rJame and Title of the Officer personally appeared _______ ~_e_.f,_h'_~-+-----'-P-=e..:..._l_"2--____________ _ Namb(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature -~-~--Ji:-\\-_-___ :__ _______ _ ~ignature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document C: Title or Type of Document: Mt. ~w A; ,e..e..J w :':( of-c(LI' ls I.;?~ Document Date: __ I_~_\_~_\_\._'{;"-----------------Number of Pages: __ \.~\..~- Signer(s) Other Than Named Above: ________________________ _ Capacity(ies) Claimed by Sigr;\er(s) Signer's Name: ::JeW~ -1'-e.-l -z...-- ~orporate Officer -Title(s): ______ _ • Partner -• Limited • General D Individual o Trustee D Other: o Attorney in Fact • Guardian of Conservator Signer is Representing: \µ! S, 'f:o !z \- Signer's Name: ____________ _ D Corporate Officer -Title(s): ______ _ • Partner - D Limited D General D Individual • Attorney in Fact • Trustee • Guardian of Conservator D Other: Signer is Representing: _________ _ •:se::2:se:a1:s1:11:o:f!:ee:ee:a~1:ie:s1:ae:11:o:s• ©2017 National Notary Association November 27, 2018 Item #6 Page 60 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 •:11:§:§:§:~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of _'J_-:.\_o ___________ _ On O e,,¼\;uf ~ ~ \ ~ before me, Date Here Insert ame and itle of the O icer personally appeared _________ J_v_~---~_o_o_~_v...) __ M._ ____________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. PERI LEE SIEPMAN Notary Public -California Yolo County Commission # 2236997 My Comm. Expires Apr 5, 2022 z z ,.. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature -~-~ ___ ::::~~~~~~~~~------ Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _M._o.._$~~--¼~-t+-(e..t.. __ ~_~W __ c_· :ni--o_-t-_~(~t>-/_l_'=>_~_J__ __ Document Date: \o / g { \ ~ NumberofPages: __ l~I __ Signer(s) Other Than Named Above: _____ \.l_e_W __ 7 ___ P_~_l_"l-__________ _ Capacity(ies) Cl~med by Signer(s) '- Signer's Name: sJ-o~ 6.:i-o ~ •"""- ~orporate Officer -Title(s): _c....~~----- • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Other: Signer is Representing: \Pe>,'+.:> S'\ ©2017 National Notary Association Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Other: Signer is Representing: _________ _ November 27, 2018 Item #6 Page 61 of 671 PSA19-548CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lnfoMaster Configuration/ Support B. Condition Assessment/ Support C. Estimated Useful Life Guidance D. Development of Risk Criteria/ Decision Logic E. Rehabilitation / Replacement Planning F. GISI Asset Data Support G. Asset Management/ Business Process Support Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 62 of 671 WEST YOST ~ ASSOCIATES PSA 19-548CA 2018-2020 Billing Rate Schedule (Effective June 2018 through June 2021) POSITIONS I LABOR CHARGES (DOLLARS PER HR) ENGINEERING Principal/Vice President -~~~~~~~~-g/.Sci~~!~~~~ologist Mana~er I /II Principal Engineer/Scientist/Geologist I / II ~~-~~r_ ~n~in~e~½~n~~t/Geologist I / IJ Associate Engineer/Scientist/Geologist I / II En~ineer~~e~tis_tl_G~logist I / II Engineering Aide Administrative I_/ II / Ill / IV ENGINEERING TECHNOLOGY Engineering Tech Manager I/ II Principal Tech Specialist I/ II Senior Tech Specialist I/ II Senior GIS Analyst GISAnalyst Technical Specialist I/ II/ Ill/ IV CAD Manager CAD Designer I / II CONSTRUCTION MANAGEMENT Senior Construction Manager Construction Manager I/ II/ Ill/ IV _ Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) Apprentice Inspector CM Administrative I / II $310 $285/$298 $260 I $276 $233/$244 $206 / $221 $167/$193 $94 $85 / $107 / $129 / ~142 $294/$305 $271 / $282 $248/$260 $227 $214 $158 / $180 / 203 I $226 $180 $140 / $157 $296 $180 / $193 / $206 / $258 $156 / $174 / $193 / $201 $142 $77 I $103 • Hourly rates include Technology and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. • Outside Services such as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 10%. • Mileage will be billed at the current Federal Rate. • Subconsultants will be billed at actual cost plus 10%. 10 Rates-1 November 27, 2018 Item #6 Page 63 of 671 WEST YOST ~ ASSOCIATES I 2018-2020 Billing Rate Schedule {continued) (Effective June 2018 through June 2021) * Equipment Charges EQUIPMENT BILLING RATES Gas Detector Hydrant Pressure Gage Hydrant Pressure Recorder, Standard --. --···---·----··~-~---·-~-· --· Hydrant Pressure Recorder, Impulse (Transient) . Tri~~l~ ~PS":"_ G~~ ??<_ __ Vehicle Water Flow Probe Meter ---··--.' .. ·.------. ,_-.... Water Quality Multimeter ~ Well Sounder 11 $80/day $10/day $40/day · ---. - $55/day $220/day $10/hour $20/day $185/day $30/day PSA 19-548CA Rates-2 November 27, 2018 Item #6 Page 64 of 671 PSA 19-551 CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES JPW COMMUNICATIONS, LLC. NifHIS AGREEMENT is made and entered into as of the :2 0 ~ day of _ ove, V\i\\;;2-ev , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and JPW Communications, LLC., a limited liability company, hereinafter referred to as "Contractor." RECITALS A City requires the professional services of a consulting firm that is experienced in the communications and outreach field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 65 of 671 PSA 19-551 CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 66 of 671 PSA 19-551 CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. Consultant shall not be obligated to reimburse any indemnified parties for any Claims that exceed, in aggregate, the total amount paid by the City to Consultant under this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1 .3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 67 of 671 PSA 19-551 CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 68 of 671 PSA 19-551 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jenny Windle Title President and Managing Partner 2710 Loker Avenue, W. Address Suite 210 Carlsbad, CA 92010 Phone No. 760-683-5151 Email jenny@jpwcomm.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 69 of 671 PSA 19-551 CA recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 70 of 671 PSA 1 9-551 CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 71 of 671 PSA 19-551 CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR JPW Communications, LLC., a limited liability company By: ~/J A --• ~) Jenny Windle President/Managing Partner (print name/title) By: (sign here) \J\.-[1>- (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~r ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ~,Q ~ .reputy City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 72 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. \\ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraR is true and correct. ---------------OPTIONAL __ _,,.,...... __________ _ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. ~escription of Attached Document -9=9ir. -""'f- T1tle or Type of Document: --------1-UJ~-"'+-'-LC~Ee~~~(Y\~~u____!~~-~--------------- Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • l;affner -• Limited • General ..01ndividual • Attorney in Fact • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: ______________ _ • Other: ______________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 73 of 671 PSA 19-551 CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design / Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 74 of 671 PSA19-551CA JPWCOMMUNICATIONS 2710 Loker Avenue W., Suite 210 Carlsbad, CA 92010 jpwcomm.com I 760.707.4664 JPW COMMUNICATIONS FEE STRUCTURE -2018 Consultant will charge Client by the hour for seNices rendered, including strategy sessions, research, program development, graphic design and implementation. Time will be billed in fifteen-minute increments and invoiced at the end of each month based on the current fee structure listed below. Title Name Rate/Hour President/Principal-in-Charge Jenny Windle $175 Senior Communications Manager Andrea Suarez $150 Leslie Spring Account Executive Marlena Medford $125 Graphic Designer Kelly Grady $125 Project costs may be estimated in advance at Client's request, and a not-to-exceed budget may be set in order to control costs. Client agrees to reimburse Consultant monthly for extraordinary out-of-pocket costs and expenses incurred in performing the functions described above, including, but not limited to: large-volume (more than 100 at a time) photocopying, printing, postage, clipping seNice, travel outside San Diego County, long-distance telephone charges, overnight mail delivery and courier seNices, which shall be billed at net A customary 20 percent markup will be added to all advertising buyouts, printing, stock photography purchases and other cost of goods sold. Consultant will retain accurate records of all professional time and all costs incurred on Client's behalf, and will be prepared to supply any supporting detail required by Client's auditors or designated representatives. 10 November 27, 2018 Item #6 Page 75 of 671 PSA 19-552CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES NV5, INC. THIS AGREEMENT is made and entered into as of the 2-~ day of 1'Joc:f;\,v)'.\o?:V , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and NV5, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in the communications and outreach field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 76 of 671 PSA 19-552CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 77 of 671 PSA 19-552CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 78 of 671 PSA 19-552CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 79 of 671 PSA 19-552CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Rebecca Cole Title Project Manager 200 South Park Road Address Suite 350 Hollywood, FL 33021 Phone No. 954-495-2112 Email rebecca.cole@nv5.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YeslxJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 80 of 671 PSA 19-552CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 81 of 671 PSA 19-552CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 82 of 671 PSA 19-552CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR NV5, Inc., a California corporation By:~k (sign here) e._,w\l\A-t:V\ \(.~H,tv / SeV\,io✓ \J-\' (print nam~/title) By:~l.lli-. MAP..'l-SO o·/3{(-:fi::tJ, 5 e.c.AE1YV<Y (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By24J(J/J ~Matt Hall, Mayor ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 83 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SQx\ D1 E:'3 0 On Sep\-, 27, 2.0l~ before me, Date personally appeared Cax:: VY) e V\ ) 14m \:j; 3, h-e '-1., l2vw 0;@ '.+) 0 b I ; .; ere Insert Name and Title of the Officer 3 K0tSM1 OLnd rnarr-;Jb O ,iC-l/\. Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1-ft·=-• ft ft ftA:;S;;R;; e • 1 r' .' ... Notary Public -Cahforrna z -z ~ .: • San Diego County ::: z .. Commission# 2183394 My Comm. Expires Mar 9, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ U Corporate Officer -Title(s): ______ _ IJ Corporate Officer -Title(s): ______ _ [J Partner -• Limited • General [J Partner -• Limited • General [] Individual [J Attorney in Fact LJ Individual [J Attorney in Fact [J Trustee • Guardian or Conservator [J Trustee [J Guardian or Conservator 17 Other: ______________ _ [J Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 84 of 671 PSA 19-552CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design I Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 85 of 671 NV5 Exhibit B -Master Agreement Rate Schedule Communications/Outreach Services Prices Valid through June 30, 2021. --------------------------STAFF --------------------------------·--. ---· - NAME TITLE 1. Carmen Kasner Principal 2. Rebecca Cole Project Manager - 3. Gabriela Dow Communications Specialist 4. Wendy Hovland-Henry St~tegic Advisor 5. Rachel Kulis Assistant Project Manager 6. Teresa Leader-Anderson Media Relations Specialist 7. Susan Duffett Graphic Designer PSA 19-552CA ---- - HOURLY RATE $255 $160 $160 $150 $130 $115 $85 r:·r·IIWMNI NAME TITLE HOURLY RATE N/A --------· ------------------- EXPENSES ---~-------------------------·---------------------------------.. - DESCRIPTION COST %MARKUP 1. Mileage -Outside Local Area Per Accepted IRS Rate 0% 2. Plotting and In-House 1.10 x cost 10% Reproduction 3. Subsistence 1.10 x cost 10% MACS I Discipline #14 Storm Drain Engineering l ?2268181421 · t; • Printed on 100% Recycled Paper • .-, NV5.COM 10 November 27, 2018 Item #6 Page 86 of 671 PSA 19-553CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES SOUTHWEST STRATEGIES, LLC. THIS AGREEMENT is made and entered into as of the 2f3t::"h day of ~tQ:h,1\~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporion, ("City"), and Southwest Strategies, LLC., a limited liability company, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in the communications and outreach field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 O) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 87 of 671 PSA 19-553CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 88 of 671 PSA 19-553CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability {CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 89 of 671 PSA 19-553CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 90 of 671 PSA 19-553CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Elizabeth Hansen Title Project Manager 401 B Street Address Suite 150 San Diego, CA 92101 Phone No. 858-541-7800 Email ehansen@swspr.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes!il No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 91 of 671 PSA 19-553CA recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 92 of 671 PSA 19-553CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 93 of 671 PSA 19-553CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Southwest Strategies, LLC., a limited liability company ;~~ ~ ' \J ~gn here) mo\ ,~r~c~m' \J ,L-v fu%.Ci. 1-e ,rt (print n me/title) By: aa~sig~~ffaM<9 CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: B If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 94 of 671 ALL-PURPOSE ACKNqWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of 5l½::1 b 1 -;ftO · SS. . ~-J J A On Ni; 1/vvvt t V-) t t;!.£)1,P before me, . /)2)/,11t2--"' uJ /t~/4#,,.-4,., , Notary Public, DATE ·. personally appeared Jyf 8::7 Z/e<},M.,,lv) ~-lvllX--'-1.cQ., ~';:vedtomeonthe <7 basis of satisfactory evidence to be the persm@),hose n~ is/~bscribed to the within instrumeP..~ . and acknowledged to me that he/sheftneY)xecuted the ,;. . same in his/her/their authorized capacity"~ and tha: ., by his/he~ignature@)m the instrument the pers~ or the entity upon behalf of which the :. perso~cted, executed the instrument. }@·· DZHYPARKULAKMATOVA [ · ..-·:•... COMM.# 209!1&74 ~ ~ /Jl:•. · . NOTABYPUBUC-CALIFORNI.A ~ (!) ·•.i-;.t SAN DIEGO COUNTY l 1 . My ~omm. Exp. Febnmy 12. 201! PLACE NOTARY SEAL IN ABOVE SPACE I certify under PENALTY OF PERJURY under the ,, laws of the State of California that the foregoing : paragraph is true and correct. WITNESS my hand and official seal. NOTARY'S SIGNATURE --------OPTIONAL INFORMATION -------mm; The information below is optional. However, it may prove valuable and could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) INDIVIDUAL • • • CORPORATE OFFICER ______ _ PARTNER(S) 0 ATTORNEY-IN-FACT 0 GUARDIAN/CONSERVATOR 0 SUBSCRIBING WITNESS TITLE(Sl 0 OTHER: __________ _ SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF.PERSON(S) OR ENTITY(IES) ; DESCRIPfION OF ATTACHED DOCUMENT ··· dr·~ ~ [!.-,,.,,,,,__, ,:,.J.·,,, TITLE OR TYPE OF DOCUMENT ~ NUMBER OF PAGES ~/ /4t'/v2P/c!· DATE OF DOCUMENT RIGHT THUMBPRINT OF SIGNER OTHER APA0l/2015 NOTARY BONDS, SUPPLIES A:-ID FORMS AT HTTP://WWW.VALLEY-SIERRA.COM O 2005-2017 VALLEY-SIERRA INSURA:--.:c:: November 27, 2018 Item #6 Page 95 of 671 PSA 19-553CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design I Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 96 of 671 PSA19-553CA Master Agreement Rate Schedule I I , \ , , Title ' , ' ' ~ f ' ' ,t ' ~.' t :,"~, •{!f " ·, .· ''itate h ~~} ,, 0 1;\ ~:::,'~,• ~ l ,1 ' ! Rate Type. Chairman $225 Hourly President $225 Hourly Executive Vice President S205 Hourly Senior Vice President $195 Hourly Vice President $185 Hourly Senior Director of Public Affairs $180 Hourly Director of Public Affairs $170 Hourly Senior Manager of Public Affairs $160 Hourly Manager of Public Affairs $155 Hourly Senior Account Executive $125 Hourly Account Executive $110 Hourly Graphic Designer $115 Hourly Administrative Support S50 Hourly Expenses .,. / , 0 r, I, ,1 , • h!_ \J ,~ e; ~~l:~:•;_:it I ,(~,,:'i:•J,11\~1;() ,• 1 \ \ , 1 , Type · · , ', , , , . ·,, , Rate , ' ' ' \ " I ' ',)': C 'I ~ 11' >'i-. ,i ~I '' , • I ~ ! Printing Mileage $059 per page $0.58permile 'Other hard costs will be determined on a project-by-projecr basis as needed S@ct:THWEST STR,\TEGIES 10 November 27, 2018 Item #6 Page 97 of 671 PSA 19-555CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES TRC ENGINEERS, INC. THIS AGREEMENT is made and entered into as of the 2~ day of Na.re~/ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and TRC Engineers, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in the communications and outreach field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 98 of 671 PSA 19-555CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 99 of 671 PSA 19-555CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 100 of 671 PSA 19-555CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 101 of 671 PSA 19-555CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Stephanie Sweeny Title Project Manager Address 650 Suffolk Street Lowell, MA 01854 Phone No. 978-970-5600 Email SSweeny@trcsol utio ns. com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 102 of 671 PSA 19-555CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 103 of 671 PSA 19-555CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 104 of 671 PSA 19-555CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. ExecutedbyContractorthis '1~ dayof Deh,~ur ,2018. CONTRACTOR TRC Engineers, Inc., a California ::rp~ ~ here) De.c\cb £. SJCkaJ -\J,<L {?rq.,J_j- (print name/title) By: CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: 4tffltN1 1, lt~'f)'c/;)y1, .. I)~ ~1 litlt(tJi.lY (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 105 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of G k A (\J ~ On I D ( 0 4 J 2..a, q Date before me. C BU<... £LC.\ M .Sd1-f.c2_, (\J·ytG.,J r~,~s Here Insert Name and Title of the Officer personally appeared Dr c2 ( CH K...A j MoN O ...Su L \L; > , ,..,) Name@; of SignerJ.__5D &-kA ~, 0 0 ::>£ e H e.. A, \L-r-, ,1, c_. who proved to me on the basis of satisfactory evidence to be the pers~s whose name@ is/QJ subscribed to the within instrument and acknowledged to me that he/she/, e executed the sam~ his/her/fneJ.i;:authorized capacity@, and that by his/her~ignatur~ on · strument the persor@) or the efilTty upon behalf of which the person@)acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. -------. S-------3 Signature~':) Signature of Notary Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. -? s.A 1 °1 _ lj'j 5 L/+ Description of Attached Document_ Co IV\ {lr) v'\ '.\J I c__ ~ T 1 '° µ . . Title or Type of Document: fk:s:::e.'c:f/Ylf NT foL Document Date: la ( 0 L \ W \ ){ \ Number of Pages: I Signer§) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ , . Corporate Officer -Title(s): ______ _ ! Partner -• Limited [l General i J Individual • Attorney in Fact Trustee 11 Guardian or Conservator ' , Other: _____________ _ Signer Is Representing: ________ _ Signer's Name: ____________ _ i I Corporate Officer -Title(s): ______ _ I I Partner - I l Limited U General l J Individual [ I Trustee [J Attorney in Fact IJ Guardian or Conservator [I Other: ______________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 106 of 671 PSA 19-555CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design I Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 107 of 671 PSA 19-555CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Stephanie Sweeny Project Manager $140.00 2. Michele Miller Community Liaison 113.34 3. Laura Cunningham Community Liaison 101.96 4. Erika Blaska Community Liaison 94.80 5. Marisa Campos Trautz Community Liaison 95.23 9. Wayne Brown Community Liaison 113.34 10. Izzy Morales Graphic Designer 95.66 SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. N/A $0.00 2. 3. ·g_ 10. EXPENSES DESCRIPTION COST %MARKUP 1. Mileage $0.545/ mile 00% 2. Copy Services $0.00 I page xx% 3. 4. 5. Master Agreement Consulting Se--vices 14 of 24 Request for Qualirication RFQ No.18-05 10 November 27, 2018 Item #6 Page 108 of 671 PSA 19-556CA MASTER AGREEMENT FOR CIVIL ENGINEERING (GENERAL) SERVICES DOKKEN ENGINEERING THI~ AGRE.~E;NT is made and entered into as of the ,:2..e,tb1 day of "'ft).Jt/~V .){A,/ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Dokken Engineering, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consultant firm that is experienced in civil engineering (general) services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general civil engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 109 of 671 PSA 19-556CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($500,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 110 of 671 PSA19-556CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 111 of 671 PSA 19-556CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 112 of 671 PSA 19-556CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name John Klemunes Title Project Manager 1450 Frazee Road Address Suite 100 San Diego, CA 92108 Phone No. 858-514-8377 Email j klem u nes@dokkeneng ineering. com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes IBJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 113 of 671 PSA 19-556CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 114 of 671 PSA 19-556CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 115 of 671 PSA 19-556CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Dokken Engineering, a California corporation By~/,~ (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By~ ~Matt Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney Bvfill ~ Deputy CityAttorny City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 116 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sacramento } On 10 /1 t7 /zo[''b , before me, (cu,r,,·7i ti. Nota Public I l personally appeared K,1c}1,Clrd;. T L,p /-c,/c_ 1(} {t10-:k. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) .i-s/are subscribed to the within instrument and acknowledged to me that b.e,Lshefthey executed the same in hi.s.Lher/their authorized capacity(ies), and that by -his,lher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct. CAMRAN SADEGHI ,-._,,rus ... ·• Comm. #2120891 .,, · : Notary Public. California~ ~~~ Sacramento County - Comm. Expires Jul 25, 2019 PLACE NOTARY SEAL ABOVE WITNESS my hand and official seal. SIGNATl/RE ~~(_' Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of attached document Title or type of document: Mt< 5./--er /-~ J railni!kJ t· £0, £',r1 ff/1 k:'€.[1/) 5 (LJCiV,:'.'-('(\ I) ,Sec V ,ccs ,i es A I cl Clv,I -5 5£ CA Document Date: ________________ Number of Pages: ______ _ Signer(s) Other than Named Above: _____________________ _ November 27, 2018 Item #6 Page 117 of 671 PSA 19-556CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of civil engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Roadway design B. Parkway design C. Site design D.Roundaboutdes~n E. Visual simulations F. Intelligent transportation systems G. ADA design / inspection H. Stormwater engineering (civil design) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 118 of 671 PSA 19-556CA Statement of Qualifications for MASTER AGREEMENT CONSULTANT SERVICES -CIVIL ENGINEERING (GENERAL) Rate Schedule -Civil Engineering (General) DOKKEN ENGINEERING NAME TITLE HOURLY RATE 1. John Klemunes Project Manager $275 2. Mark Tarrall Parkway Design/ Site Design $235 3. Rebecca Abbott Roadway Design/ Roundabout Design $185 4. Darwin Cruz Roadway Design $185 5. Mary Elizabeth Westrum Roadway Design $185 6. John Gibson Parkway Design/ Site Design $145 7. Michael Greer Roundabout Design/ ITS $185 8. Eduardo Simonsen ITS $145 9. Justin Talago ADA Desi n $145 10. Jeremy Scott ADA Design $145 11. Pamela Dakin-Walling Stormwater Engineering $215 12. Shawn Kenney Stormwater Engineering $105 13. Senior Engineer $160 · $250 14. Associate Engineer $106 -$159 15. Assistant Engineer $80 -$105 * Ordinary supplies and equipment are included in our billing/overhead rate. Travel expenses are also included in our billing/overhead rate. Dokken Engineering does not charge for travel time in order to encourage face to face meetings. Special charges are billed at actual cost without any administrative fees. Special charges include permit fees; public notice advertisements; record search fees; title reports, traffic control; potholing, equipment and room rentals, and outside reproductions. ESTRADA LAND PLANNING NAME TITLE HOURLY RATE 1. Vicki Estrada Principal $250 2. Senior Landscape Architect $180 3. Senior Landscape Designer $120 4. Landscape Designer $110 5. Assistant Landscape Designer $80 6. Administrative $50 June 2018 1n November 27, 2018 Item #6 Page 119 of 671 PSA 19-557CA MASTER AGREEMENT FOR CIVIL ENGINEERING (GENERAL) SERVICES KIMLEY-HORN AND ASSOCIATES, INC. 20-0'\ THIS AGREEMENT is made and entered into as of the ______ day of )\ICN:§Vvt~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City''), and Kimley-Horn and Associates, Inc., a North Carolina corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consultant firm that is experienced in civil engineering (general) services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general civil engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 120 of 671 PSA19-557CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 121 of 671 PSA 19-557CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 122 of 671 PSA 19-557CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 123 of 671 PSA19-557CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Peter Ritchey Title Project Manager 421 Fayetteville St. Address Suite 600 Raleigh, NC 27601 Phone No. 916-858-5800 Ext. Email peter.ritchey@kimley-horn.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 124 of 671 PSA 19-557CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 125 of 671 PSA 19-557CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 126 of 671 PSA 19-557CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Kimley-Horn and Associates, Inc., a North Carolina corporation p..CP.. By: 0 IJ;{; !, ~~ ,3 O. nn• -JI. 4 wJ • gJ(i Pi; 5,, ~ Vi " fl,-< J , J'-' ..,, t (pr nt name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~r -ATTEST: L.eo ...,,~.:iX> 'G.$:?~l.CT I Sec..RE;TA.~~ (print namk/title) / If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~~ Deputy City Attorny City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 127 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califor~a _ / \ County of ~OD D f'e~LL On 'QC10ber-3,201<c; before me, Je3~1c01 ~hnsDh) ~O~rj pu 61 1-C, (insert name and title of the officer) personallyappeared L©nardc) fs lrl Cfnd Denn1-S; Lv1ndC1v11 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) · /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in ~~r/their authorized capacity(ies), and that by pra¥r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Q ~ Q ~ff) (Seal) JESSICA JOHNSON Commission No. 2193505 ~ NOTARY PUBLIC-CALIFORNIA ] SAN DIEGO COUNTY ~ Commission Expires April 24, 2021 • j November 27, 2018 Item #6 Page 128 of 671 PSA 19-557CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of civil engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Roadway design B. Parkway design C. Site design D. Roundabout design E. Visual simulations F. Intelligent transportation systems G. ADA design / inspection H. Stormwater engineering (civil design) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 129 of 671 PSA 19-557CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Kirk Ammerman Sr. Professional 2 $230.00 2. Pete Ritchey Sr. Professional 2 $230.00 3. Megan Ulery Sr. Professional 1 $210.00 4. Leo Espelet Sr. Professional 2 $230.00 5. RandalKopff Professional 2 $195.00 6. Jon Collins Sr. Professional 2 $230.00 7. Sean Houck Sr. Professional 2 $230.00 8. Sam McWhorter Sr. Professional 2 $230.00 9. Mark Araujo Professional 1 $165.00 10. Brian Herting Professional 1 $165.00 11. Peter Syntax Sr. Professional 1 $210.00 12. Melanie Duenas Professional 1 $165.00 13. Katie Galloway Professional 1 $165.00 14. Naomi Willis Professional 1 $165.00 15. Jennifer Koopman Sr. Professional 1 $210.00 16. Joe Cogswell Professional 1 $165.00 17. Cara lee Jaeckels Professional 1 $165.00 18. Sr. Professional 3 $285.00 19. Sr. Professional 2 $230.00 20. Sr. Professional 1 $210.00 21. Professional 2 $195.00 22. Professional 1 $165.00 23. Analyst $135.00 24. Sr. Accountant $135.00 25. Support $100.00 SUB-CONSULTANTS NAME[FIRM ffiLE HOURLY RATE 1. Aguirre & Associates See Attached Rate Schedule 2. AirX Utility Surveyors· See Attached Rate Schedule 3. Leighton Consulting, Inc. See Attached Rate Schedule EXPENSES DESCRIPTION COST %MARKUP 1. Mileage Current IRS Rate/ mile 2. Outside Printing and Actual Cost 10% Reproduction 3. Delivery Services/USPS Actual Cost 10% 4. Misc. Field Equipment/Supplies Actual Cost 10% 5. Subconsultants Actual Cost 10% 10 November 27, 2018 Item #6 Page 130 of 671 AGUIRRE & ASSOC IA TES SCHEDULE OF HOURLY BILLING RA TES Effective January 1, 2019 to December 31, 2021 LAND SURVEYING SERVICES -OFFICE Principal Land Surveyor Land Surveyor CAD Technician LAND SURVEYING SERVICES -FIELD 1-Person Survey Crew 1-Person Survey Crew (Prevailing Wage) 1-Person Survey Crew (GPS) GPS Crew Assistant 1-Person Survey Crew (GPS) (Prevailing Wage) GPS Crew Assistant (Prevailing Wage)· Survey Crew Party Chief Survey Crew Chainman Survey Crew Party Chief (Prevailing Wage) · Survey Crew Chainman (Prevailing Wage) OTHER SERVICES Depositions and Court Testimony DIRECT COSTS· Prints and Copies Delivery Charges Photogrammetry PLS LS CAD 1PSC 1PSC-PW 1PSC-GPS GPS-A 1 PSC-GPS-PW GPS-A-PW PC CH PC-PW CH-PW PSA19-557CA $165.00 126.00 80.00 125.00 156.00 125.00 60.00 156.00 130.00 125.00 60.00 156.00 130.00 $300.00· Cost Cost Cost 8363 CEN'IERDRIVE. SUITE SA • LAMESA, CA91942 • PH: (619~978 • FAX: (619)464-7203 SURVEYING • MAPPING• RIGHT-OF-WAY ENGINEER/NG · 11 November 27, 2018 Item #6 Page 131 of 671 AIRX Utility Surveyors, Inc. LOCAL _: _ . _ ,_. , .. PR.EV~1i.it-i<i,-#A¢.~:ti\JE§Leet_c __ < . .-___ -PSA 19-557CA June 13, 2018 Pricing on this document is valid for 90 days from the date above. Prepared For: Project Name: Kimley-Hom Attn: Kirti Mahbubani, 714-705-1355 Carlsbad On-Call A&E RFQ 18-05 Project Management & Report Preparation Project Management On Site/Records Research/Report drafting/Admin. Specialty Training w/Mob (Anticipated): Name of Training Potholing* Potholes Less Than 5' Deep Potholes 5' to 8' Deep Potholes 8' to 11' Deep Potholes 11' or O&eper/Trenches (HoU'ly) USA Mark-Out/ Standby Coord. / QA & QC PottlOle Layout w/Mob Moblfization: Hydro-Vac Unit, Support Trk & 2 Man Crew Wet & Dry Utility Locating* Locating • 1 Man & Equipment (Elec, Mag, Sonic, GPR) CCTV Video & Locating (2 Man Crew & Equip). Hourly Rate Mobillzatlon: Locator or CCTV Unit & Crew Traffic Control Traffic ControVROW plans· 11"X1T T raffle ControVROW plans • 0 Sheets Permit processing Minimal Traffic Control Equlpment Bike Lane, Shoulder or Narrow Lane Closure (Excludes Arrow Boan:f) SmaU lntersections/Standan:I Lane Closures (Up to 500' + tapers) . Large Intersections/Multiple Lane Closures Additional Arrow Board Night Work Premi1Jm Certified Flagman / Addl'I Laborer Concrete and Asphalt Patching Aquaphalt Permanent Patch w/S= Cut AC Cold Moc or Quick Set Concrete Patch W/Saw Cut Backfill -Sand and Native Sou AC Hot Mix Patch w/Saw Cut Coring • 12" Diameter Sidewalk Panel Replacement Additional Notes. Fees & Exclusions: i) AD mobilallon is charged portal to portaL No.: ~!011 hours@ No.: ~ hours' @ No.:;\~M hour$@ No.:~@ No.:~~ @ No.:~~ @ No.:~Ol.il @ No.:~ hours@ No.:~ hours@ No.: ff~~~~ hours @ No.: l1'1lMA\'/!!f';l,'i:':,G';:a hours @ No,; t:llm'~~;!)'_:;_1 hours @ No.: No.: @ @ @ @ ~ per hour-'ill ~ perhour- $80 per...,, hows Sub-total ill§ .m ~ CaD for Quote .w!! eam for Quote • This estimate~ the provision for pravailing wage. Prevaillng Wage rates are set by tha Ca/ifomia Department of Industrial Re/Btlons (DIR) and subject to changa annuaty per DIR regulations. Fed,n/ prevailing wage rates will also apply 'f epplk:t,ble. • This IS an estimate only based on_ rimlted Information provided. Adju#neiTts, changes and responStJ: to act:ua/ field conditions may incur added cosls. final Invoicing will reflect a,;t.uaJ wotfc hours performed. tnf11trifls u0Taed and ¥fVlces provided. • Client to facllilate access to site and utility cabinets or facirities in the area. AlrX also requests copies of available as-built maps relating to the project. • Potholing and Excavation rate applies to typical condltlons of asphalt or concrete sL.rlace material 6" -8" in depth and dlgable $OB cornfitions. Excessive surface material, concrete beneath asphalt. cobble, dense clay. CTB base. slurry. caliehe or other medium v.ill be c:t,arged at the hourly rate risted on this~ • UtrTity Re-Marking: U5itia previol/S/y marked alK1 subsequently lost dJJe to conditions beyond our contml shall not be the responsblllty of A/RX. Re-mamng wiH bit Charged at the utJ/1/y toca/il'lg rate mdica~ on this estimate. • lltlDty Locating: N6nimum charge of 2 man hO/JIS for Locating. CCTV Rates are based on typical cond16ons. Conditions SUCh as standard elbows, size of pipe and limited or no accesslbl/ify may prevent CCTV localing & inspection of utllty. Localing via CCTV Is limited ii deeper lhan 5 feet and not guaranteed aue to equipment limit8tion& CCTV pticlng 9)(c/udes jetting of pipe. - • Traffic conlrOI and Right of~ plan drawing is on 11 "x1 r sheets. If D Sheets are required, additional fees will apply. • Penrit fees for right of way or traffic comrol permit review and depo$its. are in addl5on to the Estimate Total. These fees wiU be paid by A!rX and charged back to the Client at cost plus 10%. AlrX cannot guanantee tum-around times for pennit process.. • Standard 1rafl!c control includes an signs, cones. barricades. sign stands and caution tape and 1 arrow-board unless otherwise specified. Specialty equipment sueh as non-typical $l9nage, crash barrels. message boards or K-Raff are addltionaJ. • AltX can provide certified flagman or add'itional laborers as needed at a rate of $17SI per man hour. • Patching: Pricing allows for AC COid Patch, Quick Set concrete or a quality permanent patch with Aquaphalt only. Use of Aquaphalt produet is dependent upon Agency acceptance and guaranteed for 3 ynrs. Please request quote if other patehing material or AC Hot Mix/Grinding is required. • Railroad Right c>f Way: Railroad Protective l.lablllty msuram:e will ba required for all Wl>rl< within rallroad right of way and may require Rai~ flagging and utility mark-out personnel •• Coordination of personnel may affect schedule of wor1<. Final fees wiR be paid for by AIRX and charged back to the Client at cost plus 10%. • Hazardous Spoils: Testing, Storage, and Disposal of any material, hazardous or otherwise, will incur additional charge and based on project requirements. If req,.,ired, fees be w,11 be paid for by AltX and charged back to the Client at cost plus 10%. • If air excavation is used, pricing assumes that spoils win be placed back into the hole onslte as backfill. If offslte disposal is required, an additional fee will Incur. • Specialty lraining due to project requirements may incur added time and cost and affect sehedule of work. • Werle within callrans. railroad, envitonmenfally sensitive or contamina1ed areas may incur additional costs. • Night work, If required, will Incur additiotlal cost for baDoon lighting, generators and banicade fights. • All rates are baaed on a standard 40-hour wotl< week. overtime. doubletime or holiday ...-win apply if a~plical>le. ent terms are 30 da)'$ from date of invo;ce. 1.5% mon1h thenlafter. Invoice Address: Invoice Emall(s): .xanw, 8-234 City o1 ca,1-on-CoJr A&E RFQ , e-os -l<lmJey-Hom AL 12 November 27, 2018 Item #6 Page 132 of 671 PSA 19-557CA ,,, 2018 PROFESSIONAL FEE SCHEDULE Leighton CLASSIFICATION $/HR Technician I 77 Technician 11 / Special Inspector 89 Senior Technician/ Senior Special Inspector 99 Prevailing Wage (field soils I materials tester) * 125 Prevailing Wage (Special Inspector)* 131 Prevailing Wage (Sou·rce Inspector, NOT and son remediation O&M)* 135 System Operation & Maintenance (O&M) Specialist 126 Non Destructive Testing (NDT) 135 Deputy Inspector 99 Field / Laboratory Supervisor 131 Source Inspector 122 City of Los Angeles Deputy Building (including Grading) Inspector 140 * See Prevailing Wages in Terms and Conditions CLASSIFICATION. Project Administrator/Word Processor/Dispatcher Information Specialist CAD Operator GIS Specialist GISAnalyst Staff Engineer/ Geologist/ Scientist Senior Staff Engineer/ Geologist/ Scientist/ ASMR Operations/ Laboratory Manager Project Engineer/ Geologist I Scientist Senior Project Engineer I Geologist I Scientist I SMR Associate · Principal Senior Principal GEOTECHNICAL LABORATORY TESTING $/HR 72 99 113 126 149 135 144 162 162 180 198 216 261 METHOD $/TEST METHOD $!TEST CLASSIFICATION & INDEX PROPERTIES Photograph of sample Moisture content (ASTM D2216) Moisture & density (ASTM D2937) ring samples Moisture & density (ASTM 02937) Shelby tube or cutting Atterberg limits (ASTM D4318) 3 points: -Single point, non-plastic -Atterberg limits (organicASTM D2487 / D4318) -Visual classification as non-plastic (ASTM D2488) Particle size: -Sieve only 1 ½ inch to #200, (AASHTO T27/ASTM C136/ASTM D6913/CTM 202) -Large sieve 6 inch to #200 (AASHTO T27/ASTM C136/ASTM D6913/CTIA 202) -Hydrometer only (ASTM D422) -Sieve + hydrometer (S3 inch sieve, ASTM D422) -Percent passing #200 sieve, wash only (ASTM D1140} Specific gravity and absorption of fine aggregate (AASHTO T84/ASTM C128/ASTM D854/CTM 207) Specific gravity and absorption of coarse aggregate (AASHTO T85/ASTM C127/CTM 206) -Total porosity-on Shelby tube sample (calculated from density & specific gravity) -Total porosity -on other sample Shrinkage limits (wax method, ASTM 04943} Pinhole dispersion (ASTM 04647) Dispersive characteristics (double hydrometer ASTM 04221) As-received moisture & density (chunk/carved samples) Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217) COMPACTION & PAVEMENT SUBGRADE TESTS Standard Proctor compaction, (ASTM D698) 4 points: -4 inch diameter mold (Methods A & B) - 6 inch diameter mold (Method C) Modified Proctor compaction (ASTM D1557) 4 points: - 4 inch diameter mold (Methods A & B) - 6 inch diameter mold {Method C) Check point (per point) Relative compaction of untreated/treated soils/aggregates (CTM 216) Relative density (0.1 ft mold, ASTM 04253, D4254) 10 20 30 40 150 85 180 10 135 175 110 185 70 125 100 165 155 126 210 90 60 105 160 215 220 245 65 250 235 California Beartng Ratio (CBR, ASTM D1883): - 3 point - 1 point R-Value (AASHTO T190/ASTM D2844/CTM 301) untreated soils/aggregates R-Value (AASHTO T190/ASTM D2844/CTM 301) lime or cement treated soils/aggregates SOIL CHEMISTRY & CORROSMTY pH Method A (ASTM D4972 or CTM 643) Elecbical resistivity-single point -as received moisture Minimum resistivity 3 moisture content points (ASTM G187/CTM 643) pH + minimum resistivity (CTM 643) Sulfate content-gravimetric (CTM 417 B Part 11) Sulfate screen (Hach®) Chloride content (AASHTO T291/CTM 422) Corrosion suite: minimum resistivity, sulfate, chloride, pH (CTM 643) Organic matter content (ASTM D2974} SHEAR STRENGTH Pocket penetrometer Direct shear (ASTM D3080, mod., 3 points): -Consolidated undrained-0.05 inch/min (CU) -Consolidated drained -<0.05 inch/min (CD) -Residual shear EM 1110-2-1906-IXA (price per each additional pass after shear) Remolding or hand trimming of specimens (3 points} Oriented or block hand trimming {per hour) Single point shear Torsional shear (ASTM 06467 I ASTM 07608) CONSOLIDATION & EXPANSION/SWELL TESTS Consolidation (ASTM D2435): -Each additional time curve -Each additional load/unload w/o time reading Expansion Index (El, ASTM D4829) Swell/collapse -Method A {ASTM 04546-A, up to 1 o load/unloads wlo time curves) Single load swell/collapse -Method B (ASTM 04546-8, sea~ load & inundate only) 2018 R1/2018-x www.leightongroup.com PAGE 1 of4 500 185 310 340 45 45 90 130 70 30 70 245 65 15 285 345 50 90 65 105 820 195 45 40 130 290 105 November 27, 2018 Item #6 Page 133 of 671 METHOD TRIAXIAL TESTS Unconfined compression strength of cohesive soil (with stress/strain plot ASTM D2166) Unconsolidated undrained biaxial compression test on cohesive soils (USAGE Q test, ASTM D2850, per confining stress) Consolidated undrained biaxial compression test for cohesive soils, (ASTM D4767, CU, USACE R-bartest) with back pressure saturation & pore water pressure measurement (per confining stress) Consolidated drained triaxial compression test (CD, USAGE S test), with volume change measurement. Price per soil type below EM 1110-2-1906()(): -Sand or silty sand soils (per confining stress) -Silt or clayey sand soils (per confining stress) -Clay soils (per confining stress) -Three-stage biaxial (sand or silty sand soils) -Three-stage biaxial (silt or clayey sand soils) -Three-stage biaxial (clay soils) Remolding of test specimens $/TEST 135 170 375 375 500 705 655 875 1,235 65 PSA 19-557CA Leighton I Fee Schedule METHOD $/TEST HYDRAULIC CONDUCTIVITY TESTS Triaxial permeability in flexible-wall permeameterwith back.pressure 310 saturation at one effective stress (EPA 9100/ASTM D5084, falling head Method C): -Each additional effective stress 120 -Hand bimming of soil samples for horizontal K 60 Remolding of test specimens 65 Permeability of granular soils (ASTM D2434) 135 Soil suction (filter paper method, ASTM D5298) 400 SOIL-CEMENT Moisture-density curve for soil-cement mixtures {ASTM D558) 240 Wet-dry durability of soil-cement mixtures (ASTM D559) 1 1,205 Compressive strength of molded soil-cement cylinder (ASTM D1633)1 60 Soil-cefflent remolded specimen (for shear strength, consolidation, etc.)• 235 1 Compaction (ASTM D558 maximum density) should also be performed - not included in above price CONSTRUCTION MATERIALS LABORATORY TESTING METHOD $/TEST METHOD $/TEST CONCRETE STRENGTH CHARACTERISTICS AGGREGATE PROPERTIES Concrete cylinders compression (ASTM C39) (6" x 12") 25 Bulk density and voids in aggregates (AASHTO T19/ASTM C29/ CTM 212) 50 Concrete cylinders compression (ASTM C39) (4' x 8') 22 Organic impurities in fine aggregate sand (AASHT01211ASTM C40/CTM213) 60 Compression, concrete or masonry cores (testing only) se inch (ASTM C42J 40 LA Rattler-smaller coarse aggregate <1.5" (AASHTO T96/ASTM C131/ 200 Trimming concrete cores (per core) 20 CTM211) . Flexural strength of concrete (simple beam-3rd pt load'ing, ASTM C78/CTM 523) 85 LA Rattler-larger coarse aggregate 1-3" (AASHTO T96/ASTM C535/CTM 211J 250 Flexural strength of concrete [simple beanH:enter pt loading, ASTM C2931CTM 523) 85 Apparent specific gravity of fine aggregate (AASHTO T84/ASTM c128/ 130 Non shrink grout cubes (2 inch, ASTM C109/C1107) 25 CTM208) Drying shrinkage -four readings, up to 90 days, 3 bars (ASTM C157) 400 Clay lumps, friable particles (AASHTO T112/ASTM C142) 175 Length of drilled concrete cores (CTM 531) 40 Durability Index (AASHTO T210/ASTM D3744/CTM 229) 200 Moisture content of aggregates by oven drying (AASHTO T255/ 40 HOT MIX ASPHALT (HMA) ASTM C566/CTM 226) . Resistance of compacted HMA to moisture-induced damage 2,100 Uncompacted void content of fine aggregate (AASHTO T304/ 130 (AASHTO T283/CTM 371) ASTM C12S2/ CTM 234) Hamburg Wheel, 4 briquettes (modified) (AASHTO T324) 900 Percent of crushed particles (AASHTO T335/ASTM D5821/CTM 205) 135 Superpave gyratory compaction (AASHTO T312/ASTM 06925) 350 Flat & elongated particles in coarse aggregate (ASTM 04791/CTM 235) 215 Extraction by ignition oven, percent asphalt (AASHTO T308/ASTM 150 Cleanness value of coarse aggregate (CTM 227) 210 06307/CTM 382) Soundness, magnesium (AASHTO T104/ASTM C88/CTM 214) 225 Ignition oven correction/correlation values (AASHTO T308/ASTM 1,350 Soundness, sodium (AASHTO T104/ASTM C88/CTM 214) 650 06307/CTM 382) MASONRY Extraction by centrifuge, percent asphalt (ASTM 02112) 150 Gradation of extracted aggregate (AASHTO T30/ASTM D5444/CTM 202) 135 Mortar cylinders (2" by 4", ASTM C780) 25 Stabilometer, S-Value (ASTM D1560/CTM 366) 265 Grout prisms (3" by 6", ASTM C1019) 25 Bituminous mixture preparation (AASHTO R30/CTM 304) 80 Masonry cores compression, ~s• diameter (testing only, ASTM C42) 40 Moisture content of HMA (AASHTO T329/ASTM D6037/CTM 370) 60 CMU compression to size s• x 8" x 16" cs required, ASTM c140J 45 Bulk specific gravity of compacted HMA, molded specimen or 50 CMU moisture conten~ absorption & unit weight (6 required, ASTM C140J 40 cores, uncoated (AASHTO T166/ASTM D2726/CTM 308) CMU linear drying shrinkage (ASTM C426J 175 Bulk specific gravity of compacted HMA, molded specimen or 55 CMU grouted prisms (compression test ss• x 8' x 16', ASTM C1314) 180 cores, paraffin-coated (AASHTO T275/ASTM D1188/CTM 308) CMU grouted prisms (compression test> s· x s· x 16', ASTM C1314) 250 Maximum density -Hveem (CTM 308) 200 Masonry core-shear, Trtle 24 (test only) 70 Theoretical maximum density and specific gravity of HMA 130 BRICK (AASHTO T209/ASTM D2041/CTM 309) Compression (cost for each, 5 required, ASTM C67) 40 Thickness or height of compacted bituminous paving mixture 40 specimens (ASTM D3549) Rubberized asph~!t (add to above rates) +25% 2018 R1/2018 -X www.leightongroup.com 14 PAGE2of4 November 27, 2018 Item #6 Page 134 of 671 METHOD REINFORCING STEEL $/TEST Rebar tensile test up to s: No. 1 O bars (ASTM A370) Rebar tensile test> No. 1 O bars s: No. 17, (ASTM A370) Rebar bend test up to s: No. 10 bars (ASTM A370) Rebar bend test> No. 10 bars s: No. 17, (ASTM A370) Epoxy coated rebar/dowel film thickness (coating) test (ASTM A775) Epoxy coated rebar/dowel continuity (Holiday) test (ASTM A775) Epoxy coated rebar flexibility/bend test, up to No. 11 (ASTM A775) Tensile strength, S100,000 pounds axial load (ASTM A370} Prestressing wire, tension (ASTM A416} Sample preparation (cutting) Resistance Butt-Welded Hoops/Bars, up to No. 10 (CTM 670) Post-Tensioned Bars (ASTM A772) 45 100 45 150 45 65 45 45 150 50 180 420 PSA 19-557CA Leighton I Fee Schedule METHOD SPRAY APPLIED FIREPROOFING Unit weight (density, ASTM E605) BEARING PADS/PLATES AND JOINT SEAL Elastomeric Bearing Pads (Caltrans SS 51-3) Elastomeric Bearing Pad with Hardness and Compression Tests (Caltrans SS 51-3) Type A Joint Seals (Caltrans SS 51-2) Type B Joint Seals (Caltrans SS 51-2) Bearing Plates (A536) STREET LIGHTS/SIGNALS 100W HPS Lighting (Caltrans RSS 86) SAMPLE TRANSPORT Pick-up & delivery (weekdays, per trip, <50 mrle radius from Leighton office) $/TEST 60 990 1230 1620 1530 720 1296 $/TRIP 90 EQUIPMENT, SUPPLIES & MATERIALS $/UNIT 1/4 inch Grab plates 5 each Manometer 1/4 inch Tubing (bonded) 0.55 foot Mileage (IRS Allowable) 1/4 inch Tubing (single) 0.35 foot Moisture test kit (excludes labor to perfOITTI test, ASTM E1907) 3/8 inch Tubing, clear vinyl 0.55 foot Nuclear moisture and density gauge 4-Gas meter (RKI Eagle or similar)/GEM 2000 130 day Pacho meter Airflow meter and purge pump (200 cc/min) so day Particulate Monitor Box of 24 soil drive-sample rings 120 box pH/Conductivity/femperature meter Brass sample tubes 10 each Photo-Ionization Detector (PIO) Caution tape {1000-foot roll) 20 each Pump, Typhoon 2 or 4 stage Combination lock or padlock 11 each QED bladder pump w/QED control box Compressed air tank and regulator 50 day Resistivity field meter & pins Concrete coring machine (:S:6-inch-dia) 150 day Slip/ threaded cap, 2-inch or 4-inch diameter, PVCSchedule40 Consumables (gloves, rope, soap, tape, etc.) 35 day Slope inclinometer Core sample boxes 11 each Soil sampling T-handle (Encore) Crack monitor 25 each Soil sampling tripod Cutoff saws, reciprocating, electric (Sawzall®) 75 day Stainless steel bailer Disposable bailers 12 each Submersible pump, 10 gpm, high powered Grunfos 2-inch with Disposable bladders 10 each controller Dissolved oxygen meter 45 day Submersible pump/transfer pump, 10-25 gpm DOT 55-gallon containment drum with lid 65 each Support service truck usage (well installation, etc.) Double-ring infiltrometer 125 day Survey/fence stakes Dual-stage interface probe 80 day Tedlar® bags Dynamic Cone Penetrometer 400 day Traffic cones (::.25)/barricades (single lane) Generator, portable gasoline fueled, 3,500 watts 90 day Turbidity meter Global Positioning System/Laser Range Finder 80 day Tyvek® suit (each) Hand auger set 90 day Vapor sampling box HOPE safety fence (S100 feet) 40 roll Vehicle usage (carrying equipment) Horiba U-51 water quality meter 135 day VelociCalc Light tower (towable vertical mast) 150 day Visqueen {20 x 100 feet) Magnehelic gauge 15 day Water level indicator (electronic well sounder) <300 feet deep well ZIPLEVEL® Other specialized geotechnical and environmental testing & monitoring equipment are available, and priced per site 2018 R1/2018-x www.leightongroup.com 15 $/UNIT 25 day 0.545 mile 60 test 88 day 25 day 125 day 55 . day 120 day 50 day 160 day 50 day 15 each 200 day 10 day 35 day 40 day 160 day 50 day 200 day 8 each 18 each 50 day 70 day 18 each 55 day 20 hour 35 day 100 roll 60 day 15 day PAGE3of4 November 27, 2018 Item #6 Page 135 of 671 PSA 19-557CA Leighton I Fee Schedule TERMS & CONDITIONS • Expiration: This fee schedule is effective through December 31, 2018 after which remaining work will be billed at then-current rates. • Proposal Expiration: Proposals are valid for at least 30 days, subject to change after 30 days; unless otherwise stated in the attached proposal. • Prevailing Wages: Our fees for prevailing wage work based upon California prevailing wage laws and wage determinations. • Overtime: Overtime for field personnel will be charged at 1.5 times basic hourly rates when exceeding 8 hours up to 12 hours per 24 hour interval, and 2 times basic hourly rates when exceeding 12 hours in 24 hours or on Sunday, and 3 times basic hour1y rates on California official holidays. • Expert Witness Time: Expert witness deposition and testimony will be charged at 2 times hourly rates listed on the previous pages. with a minimum charge of four hours per day. • Minimum Field Hourly Charges: For Field Technicians, Special Inspectors or any on-site (field) materials testing services: 4 hours: 4-hour minimum charge up to the first four hours of work 8 hours: 8-hour minimum charge for over four hours of work, up to eight hours. Project time accrued includes portal to portal travel time. • Outside Direct Costs: Heavy equipment, subcontractor fees and expenses, project-specific permits and/or licenses, project-specific supplemental insurance, travel, subsistence, project-specific parking charges, shipping, reproduction, and other reimbursable expenses will be invoiced at cost plus 18%, unless billed directly to and paid by client. • Insurance & Limitation of Liability: These rates are predicated on standard insurance coverage and a limit of Leighton's iiability equal to our total fees for a given project. • Invoicing: Invoices are rendered monthly, payable upon receipt in United States dollars. · A service charge of 1 %- percent per month will be charged for late payment • Client Disclosures: Client agrees to provide all information in Client's possession about actual or possible presence of buried utilities and hazardous materials on the project site, prior to fieldwork, and agrees to reimburse Leighton for all costs related to unanticipated discovery of utilities and/or hazardous materials. Client is also responsible for providing safe and legal access to the project site for all Leighton field personnel. • Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials: Hazardous materials will be returned to the site or the site owner's designated representative at additional cost not included in listed unit rates. Standard tum-around time for geotechnical-laboratory test results is 1 O working days. Samples will •be stored for 2 months, after which they will pe discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $1 O per bag and $5 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in the United States. There may be additional cost for handling imported samples. • Construction Material Samples: After all designated 28-day breaks for a given sample set meet specified compressive or other client-designated strength, all "hold" cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. All other construction materials will be disposed of after completion of testing and reporting 2018 R1/2018 -X www.leightongroup.com 16 PAGE4 of4 November 27, 2018 Item #6 Page 136 of 671 PSA 19-558CA MASTER AGREEMENT FOR CIVIL ENGINEERING (GENERAL) SERVICES MICHAEL BAKER INTERNATIONAL, INC. '\\J THIS AGREEMENT is made and entered into as of the Jt3'tf7 day of ~'\e&I , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Baker International, Inc., a Pennslyvania corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consultant firm that is experienced in civil engineering (general) services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general civil engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 137 of 671 PSA 19-558CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 138 of 671 PSA 19-558CA fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 139 of 671 PSA 19-558CA 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 140 of 671 PSA 19-558CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Timothy Thiele Title Project Manager 500 Grant Street Address Suite 5400 Pittsburgh, PA 19103 Phone No. 760-476-9193 Email tthiele@mbakerintl.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 141 of 671 PSA 19-558CA recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 142 of 671 PSA 19-558CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 143 of 671 PSA 19-558CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Michael Baker International, Inc., a Pennslyvania corporation By:~ . ~ Timothy Thiele, Vice President (print name/title) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney BY:/Q2LC~ Deputy City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 144 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary p,ublic or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that c:{ocument. State of CalifoJI.lia ) County of __ -~_-L_·"_t,~J____.c,1..-D~1_._6,.../ ~--'Jr-'\•..,...r;~---) · On . 4/2 / a before me, ____,c;--....'.,,=o<(;---=-, "'-L-,.L-1· __ ----'--'G~'t;,~f:'----r'-/'77'--,, alc-·-z,,-_-¥--1,. ,_· -12~'1-ip,..._,,.;-j;~z: _ ___, . 7 Date Here Insert Name aiJd Title .6f thkffjcer personally appeared + JY>lDih Y fh /P/e ~ Name(s) of Signer(s) who· proved to me on the basis of satisfactory evidence to be the person~ whose .name'flii_) ~~e subscribed to the within instrument and acknowledged· to me·that~~lthey executed th~ ·s).~ m ~liNL:t~ir authorized capacity(~ and that by~fu,q~ir signature~n th~ instr1;1ment the person~ or the entity upon behalf of which the person't's,) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. . · WITNESS my hand and official seal. ----------------OPTIONAL---------------~ Though this section is optional, completing this informailon can deter alteration of the document Qr fraudulent reattachment of this form to an unintended document. Description of Attached Document I! 17 -. ) . enc..-},,,, ef,G· I :,.1\ , /-7 /; Title or Type of Document: +-~ . : y I Elocumen'E--Oate: --J..,,_1/u_l~?-m.~ .... :z~; __ Number of Pages: ___ Si ner(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s} Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited . • General • Partner -• Limited • General • Individual • Attorney in.Fact' • Individual • Attorney in Fact • Trustee • Guardian or Conservator• • Trustee • Guardian or Conservator •Other: ______________ _ •.Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: _______ -,=-,_-~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6~27) Item -#5907 November 27, 2018 Item #6 Page 145 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Or~ ~ On IJoJ~t~;J..'1, W% before me, {?"'M.-cl.i 6~70. /-.)o-"Ti-:f ~ JJ/4 c.... Date . I 4-fere Insert Name and Title o the Officer personally appeared VI{, I ~ e. ( ~/ l'(.a....~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS ~an~d~official seal. Signature_~--~--'---~~-~~------ SigmrtreoiNai;ry Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document -5"~Ck Title or Type of Document: .-(,,r...,..=-~,_.__.......,:L...!J~......,=:..._J<-=-'-'-=--4--Document Date: _______ _ Number of Pages: ___ er(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Sign r(s) Signer's Name: ------=========::::--Signer's Name: ____________ _ 1 Corporate Officer -Title(s): rate Officer -Title(s): ______ _ , Partner -: Limited l i General Partner Limited General • Individual Attorney in Fact Individual Attorney in Fact Trustee · Guardian or Conservator Trustee Guardian or Conservator Other: Other: ____ _..,.._ ________ _ Signer Is Representing: _______ _ ;(,"C(,-c(;'C(;,'C(,"C(,"<X,"C(,"C(,"U,-'C<;.'C(;."<;,(,"C(,"G(;.'C(;,'C(;,'C(,'C(,"U(,'<X,'C(,-'C(;.'C(;.'C(;."U,'C(,"Ci(,"C(,"C(,"C(,~'C(,'C(,~"C(;~~"C(,"(p(,~"C(,~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 146 of 671 PSA 19-558CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of civil engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Roadway design B. Parkway design C. Site design D.Roundaboutdes~n E. Visual simulations F. Intelligent transportation systems G.ADA design/ inspection H. Stormwater engineering (civil design) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 147 of 671 (city of Carlsbad Master Agreement Consulting Services .:~. r;J ·JL ..=,JjJJJ.~.E;!.u,::i FEE SCHEDULE Pricing shall remain finn for the three (3) year term of the Agreement. Michael Baker Staff NAME I TITLE 1. nm Thiele, PE, QSD Senior Project Manager 2. Scott Cartwright. PE, QSD Project Manager 3. Josh Stone, PE Technical Manager 4. Ryan Zellers, PE, TE Technical Manager 5. Ronald Hiew, AICP, AIA Senior Planner 6. Jeremy Franzini, PLA Landscape Architect 7. Marc Violett, PE Project Engineer 8. Staff Project Planner 9. Staff Environmental Specialist 10. Blanca Soto, PE Design Engineer 11. Erick Sampson, PE Design Engineer 12. Kevin Evarts, PE Design Engineer 13. Staff GIS Analyst 14. Geoffrey Retemeyer, EIT Designer/Planner 15. Jordan Gray, EIT Designer/Planner 16. Elise Caille Designer/Planner 17. Hilary Ellis Graphic Artist 18. Staff Design Technician 19. Staff Engineering Aid/Planning Aid 20. Andi Sanders Office Support/Clerical Survey Personnel NAME TITLE 1. Staff 2-Person Survey Crew 2. Staff I-Person Survey Crew 3. Mark MacFarland, PLS Licensed Surveyor 4. John Bistowski Field Supervisor Subconsultants (if applicable} NAME TITLE 5. Richard Johnston Expenses Visual Simulations Designer DESCRIPTION I COST 1. Mileage 2. Copy services Michael Baker INTERNATIONAL Ai the IRS approved rate At cost Master Agreement Consuhing Se/Yices Disdpline #4 Civil Engineering (General} 10 HOURLY RATE $245 $230 $210 $210 $185 $175 $175 $155 $150 $160 $160 $160 $150 $130 $130 $130 $110 $115 $85 $75 HOURLY RATE $290 $175 $200 $180 HOURLY RATE $120 % MARKUP N/A 10% PSA 19-558CA November 27, 2018 Item #6 Page 148 of 671 PSA 19-559CA MASTER AGREEMENT FOR CIVIL ENGINEERING (GENERAL) SERVICES O'DAY CONSULTANTS, INC. THIS AGR~s made and entered into as of the 12J-tr\ day of Nb~ . 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and O'Day Consultants, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consultant firm that is experienced in civil engineering (general) services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general civil engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 149 of 671 PSA 19-559CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the city shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 150 of 671 PSA 19-559CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 151 of 671 PSA 19-559CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 152 of 671 PSA 19-559CA 15. NOTICES The name of the persons who are authorized to give written notice _or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Keith Hansen Title Project Manager 2710 Loker Avenue West Address Suite 100 Carlsbad, CA 92010 Phone No. 760-931-7700 Email keithh@odayconsultants.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 153 of 671 PSA 19-559CA recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 154 of 671 PSA 19-559CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 155 of 671 PSA 19-559CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR O'Day Consultants, Inc., a California corporation By: By: pnnt name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney BY ,()QL ~ Deputy City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 156 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of S'ttJJ D)ffj{) On /) (! /rJ b./!,; L 3 1 { 0 I 3 before me, ___,_,_ll=' ~::..._____;JL._:....;c..:...-=+:---'=--+---'---=---.,c_-"----"--"'~---"----~-t-'----1 h_/1_· ~-- Date Here In ert Name and Title f the Officer personally appeared ?a -!fl luc ;J. () I b?2!d NamJ of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ............ , LUPE ORTEGA J@.,,:"'·_·\"f Notary Pu_blic -California ~ ~ ~:· ,.,· San O,ego County > 2 -f-;_;• Commission #2195510 - , My Comm. Expires Jun 1, 2021 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Do<;:ument C lvl.f Ei!Jr'11{b<tr1_f1__-6c,,Jfrl..6 .. ./!.JS.t,;vii!..v-! Title or Type of Document: t!lt1ofCrtA/sh1J/4rw11.lrll -1vf Document Date: !v/,2. ))£ Number of Pages: I~ s(gner(s) Other Than Namea Above: - ' Capacity(ies) Claimed by Si~ner(s) Signer's Name: -fffMJ Cf, }(!, Q 1 ~ Signer's Name: I vr"Corporate Offic_er. -Title(s):'8?£ ,;~,; .S'f lW}ti,/; I Corporate Offic_er. -Title(s): ______ _ I l Partner -• L1m1ted I I General r l Partner -• L1m1ted n General I I Individual I I Attorney in Fact l J Individual • Attorney in Fact 11 Trustee 11 Guardian or Conservator 1-1 Trustee • Guardian or Conservator I I Other:______________ • Other: _____________ _ Signer Is Representing: a / ./Xi' 1 C (; tJ!,. uJ tz:.11k ,MC . Signer Is Representing: --------- ~~'™'<,~~~~'§(,"Q<;,~~~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 157 of 671 PSA 19-559CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of civil engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Roadway design B. Parkway design C. Site design D. Roundabout design E. Visual simulations F. Intelligent transportation systems G. ADA design / inspection H. Stormwater engineering (civil design) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 158 of 671 PSA 19-559CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Pat O'Day Principal-in-Charge $275 2. Keith Hansen Project Manager $208 3. Brian Faraci QA/QC Manager $208 4. Nichole Fine Project Engineer $175 5. Tricia Gund Design Engineer $148 6. Colin O'Brien Survey Manager $179 (prevailing wage*) 7. -2 Man Survey Crew** $292 (prevailing wage*) 8. -3 Man Survey Crew** $424 (prevailing wage*) 9. -Word Processing $85 * Prevailing wage rates are subject to change based on the Director of the Department of Industrial Relations determination, according to the type of work and location of the project. ** Four (4) hour minimum charge for survey crew time. Any site visits less than four hours will be charged as extra work to fixed fee scopes of work. SUB-CONSULTANTS NAME[FIRM TITLE H·ouRLY RATE*** 1. Gail Garbini/Garbini & Garbini Principal Landscape $174 Landscape Architecture Architect 2. Kyle Simon/Garbini & Garbini Landscape Project Manager/ $132 Architecture Landscape Architect 3. Jaime Sandoval/Garbini & Garbini Job Captain/ Technical $119 Landscape Architecture Support 4. Justin P. Schlaefli/Urban Systems ITS Traffic Engineer $175 Associates, Inc. Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 10 November 27, 2018 Item #6 Page 159 of 671 PSA 19-559CA 5. Andy P. Schlaefli/ Urban Systems Traffic Engineer $175 Associates, Inc. 6. Mort Vahabzadeh/ Urban Systems Senior Project Engineer $160 Associates, Inc. *** Subject to 10% markup. EXPENSES DESCRIPTION COST % MARKUP 1. Filing Fees Cost 10% 2. Printing Cost 10% 3. Reproduction Cost 10% 4. Deliveries Cost 10% Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 11 November 27, 2018 Item #6 Page 160 of 671 0/~~ C. ·z E · · ~sh· wz ngmeenng • unJeymg Certified: S0VOSB • DVBE • SBE • SLBE SCHEDULE OF HOURLY BILLING RA TES OFFICE ENGINEERING Project Manager Project Engineer Design Engineer AutoCad Technician Engineering Technician Engineering Intern July I, 2018 Construction Office Management/Document Control Word Processing FIELD ENGINEERING 2 Man Survey Crew I Man Survey Crew/Survey Chief/Project Surveyor FIELD ENGINEERING-PREVAILING WAGE 3 Man Survey Crew 2 Man Survey Crew I Man Survey Crew/Survey Chief/Project Surveyor CONSULTATION Principal $208.00 175.00 148.00 131.00 110.00 80.00 85.00 85.00 210.00 144.00 424.00 292.00 179.00 $275.00 PSA 19-559CA All out-of-pocket expenses. such as filing fees, printing, reproduction costs and deliveries, will be extra and invoiced at our direct cost plus I 0%. Prevailing wage projects will be charged a higher rate for field engineering. Four (4) hour minimum charge for survey crew time. Any site visits less than 4 hours will be charged as extra work to fixed fee scopes of work. Payment Terms: Accounts are due and payable within IO days of the date of the invoice. If payment for invoice is not received within 30 days from the date of invoice. then a finance charge will be assessed at 1.5% per month for each month the invoice remains unpaid. starting at the 31 '1 day. If payment for invoice is not received within 60 days from the date of invoice, then work will stop and will recommence once the account is paid in full. 12 November 27, 2018 Item #6 Page 161 of 671 PSA 19-560CA MASTER AGREEMENT FOR CIVIL ENGINEERING (GENERAL) SERVICES GLENN A. RICK ENGINEERING DEVELOPMENT & CO. THIS AGREEMENT is made and entered into as of the NC&f:\JY\\oe,f , 2018, by and between the municipal corporation, ("City"), and Glenn A. Rick Engineering California corporation, hereinafter referred to as "Contractor." RECITALS 2~ day of City of Carlsbad, a Development & Co., a A. The City requires the professional services of a consultant firm that is experienced in civil engineering (general) services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general civil engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 162 of 671 PSA 19-560CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the city shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 163 of 671 PSA 19-560CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 164 of 671 PSA 19-560CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 165 of 671 PSA 19-560CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Edgar Camerino Title Project Manager Address 5620 Friars Road San Diego, CA 92110 Phone No. 619-291-0707 Email ecamerino@rickengineering.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesC8J No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 166 of 671 PSA 19-560CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 167 of 671 PSA 19-560CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 168 of 671 PSA 19-560CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR GLENN A. RICK ENGINEERING DEVELOPMENT & CO., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ~fy~y Att~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 169 of 671 PSA 19-560CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of civil engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Roadway design B. Parkway design C. Site design D. Roundabout design E. Visual simulations F. Intelligent transportation systems G. ADA design / inspection H. Stormwater engineering (civil design) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 170 of 671 PSA 19-560CA TM RICK ENGINEERING COMPANY Hourly Rates -California Offices February 24, 2018 -August 31, 2018 Principal Consultant (Special Projects) .................................. $ 275.00 Principal Water Resources Designer ...................................... $140.00 Principal .................................................................................... 245.00 Associate Water Resources Designer ........................................ 130.00 Associate Principal ................................................................... 230.00 Assistant Water Resources Designer ......................................... 115.00 Associate/Manager .................................................................... 215. 00 Expert Witness .......................................................................... 400.00 GlS Manager ....................................................................... $185.00 Court Appearance per half day or part .................................... 1,600.00 Principal GIS Project Manager.............................. .. ...... 170.00 Associate GIS Project Manager ................................................. 155.00 Principal Project Engineer/Manager .......................................... 190.00 Assistant GIS Project Manager .................................................. 135.00 Associate Project Engineer/Manager ......................................... 175.00 Principal GIS Analyst ................................................................ 125.00 Assistant Project Engineer/Manager .......................................... 160.00 Associate GIS Analyst ............................................................... 115.00 Principal Engineering Designer ................................................. 140.00 Assistant GIS Analyst ................................................................ 105.00 Associate Engineering Designer ................................................ 130.00 Principal Graphics Designer ...................................................... 115.00 Assistant Engineering Designer ................................................. 115.00 Associate Graphics Designer ..................................................... 110.00 Principal Engineering Drafter. ................................................... l IO.OD Assistant Graphics Designer ........................................................ 95 .00 Associate Engineering Drafter ................................................... 100.00 CAD Manager .......................................................................... 175.00 Assistant Engineering Drafter ..................................................... 90.00 Field Supervisor ....................................................................... $190.00 Principal Construction Engineer/Manager. .............................. $190. 0 0 One-person Survey Party ........................................................... 140.00 Associate Construction Engineer/Manager ............................... 175.00 One-person Survey Party with Robotics .................................... 190.00 Assistant Construction Engineer/Manager ................................ 160.00 Two-person Survey Party .......................................................... 220.00 Principal Construction Technician ............................................ 140.00 Three-person Survey Pany ......................... . ......................... 285.00 Associate Construction Technician ........................................... 130.00 Assi,1ant Construction Technician ............................................ 115.00 3D Laser Scanning Crew (One-Person) ................................... $220.00 3D Laser Scanning Crew (Two Person) .................................... 260.00 Senior Transportation/Traffic Engineer ................................... $200.00 Principal Transportation/Traffic Engineer. ................................ 190.00 Principal 3D Laser Scanning Project Manager ........................ $180.00 Associate Transportation/Traffic Engineer ................................ 175.00 Associate 3D Laser Scanning Project Manager ......................... 165.00 Assistant Transportation/Traffic Engineer. ................................ 160.00 Assistant 3D Laser Scanning Project Manager .......................... 150.00 Principal Transportation/Traffic Designer ................................. 140.00 Principal 3D Laser Scanning Specialist... .................................. 130.00 Associate Transportation/Traffic Designer ................................ I 3 0.00 Associate 3D Laser Scanning Specialist.. .................................. 120.00 Assistant Transportation/Traffic Designer. ................................ 115.00 Assistant 3D Laser Scanning Specialist.. ................................... I 10.00 Principal 3D Laser Scanning Technician ................................... l 10.00 Principal Community Planner ................................................. $210.00 Associate 3D Laser Scanning Technician .................................... 95.00 Principal Project Planner/Manager ............................................ 190.00 Assistant 3D Laser Scanning Technician ..................................... 85.00 Associate Project Planner/Manager .......................................... 175.00 Senior Planner ........................................................................... 165.00 Photogrammetry Supervisor.................................... . ........ $180.00 Associate Planner ...................................................................... 130.00 Principal Photograrnmetrist ....................................................... 12 5. 00 Assistant Planner ...................................................................... 110.00 Associate Photogrammetrist ...................................................... 110.00 Planning Technician .................................................................... 85.00 Assistant Photogranunetrist ....................................................... 100.00 Principal Landscape Architect... .............................................. $210.00 Computing & Mapping Director. ............................................. $190.00 Principal Project Landscape Architect/Manager ....................... 180.00 Principal Survey Analyst ........................................................... 175.00 Associate Project Landscape Architect/Manager ..................... 155.00 Associate Survey Analyst .......................................................... 135.00 Assistant Project Landscape Architect/Manager ....................... 120.00 Assistant Survey Analyst ........................................................... 115.00 Principal Landscape/Urban Designer ........................................ 110.00 Associate Landscape/Urban Designer ....................................... 105.00 Assistant Landscape/Urban Designer .......................................... 95.00 Associate Project Administrator.. . ......................................... $75.00 Assistant Project Administrator ................................................... 65.00 Administrative Assistant. ............................................................. 70.00 Principal Environmental Project Manager. ............................. $ l 75 .00 Associate Environmental Project Manager ................................ 155.00 Assistant Environmental Project Manager ................................ 135.00 Principal Environmental Specialist... ......................................... 120.00 Associate Environmental Specialist .......................................... 115.00 Assistant Environmental Specialist ........................................... 110.00 Environmental Technician ........................................................... 90.00 Rates subject to change for prevailing wa.ge contracts. When authorized. overtime shall be charged at the listed rates times I .3 Unless otherwise agreed upon, we shall charge for printing, reproduction, deliveries, transportation, and other expenses. A ten ( l 0) percent fee for administration, coordination and handling will be added to all subcontracted services. 10 November 27, 2018 Item #6 Page 171 of 671 PSA 19-560CA Schedule of Fees ~------------,.--,-----~-=~----- - -----~-=-----..-1"".""'~------·----~ ------ -Hourl~\Cba:rg~ f~r P~rs~nel' I ' ' ' ' I' ' ' ' '' •', I ,, ' I ' ,, ' Principal Engineer/Geologist'Environmental Scientist $ 178 Certified Industrial Hygienist $ 178 Senior Engineer/Geologist'Environmental Scientist $ 168 Senior Project Engineer/Geologist'Environmental Scientist $ 163 Certified Asbestos Consultant, Lead Inspector/Assessor, Lead Project Monitor $ 163 Project Engineer/Geologist'Environmental Scientist $ 156 Senior Staff Engineer/GeologiSVEnvironmental Scientist $ 142 Staff Engineer/Geologist'Environmental Scientist $ 126 Certified Site Surveillance Technician, Lead Sampling Technician• $ 126 GISAnalyst $ 116 Field Operations Manager $ 112 Supervisory Technician• $ 98 Nondestructive Examination Technician*, UT, MT, LP $ 98 AC! Concrete Technician• $ 98 Concrete/Asphalt Batch Plant Inspector* $ 98 Special Inspector (Concrete, Masonry, Steel, Welding, and Fireproofing)* $ 98 Senior Field/Laboratory Technician• $ 98 Field/Laboratory Technician• $ 98 Technical Illustrator/CAD Operator $ 92 Information Specialist $ 78 GeotechnicaVEnvironmental/Laboratory Assistant $ 76 Data Processing, Technical Editing, or Reproduction $ 68 - ------ -• ' I ----- 'Other Chatr.ges · · · .· · · -· · · , · · r " , ' ' , Concrete Coring Equipment (includes one technician) X-Ray Fluorescence PID/FID Usage Anchor load test equipment (includes technician) Hand Auger Equipment Inclinometer Usage Vapor Emission Kits Level D Personal Protective Equipment (per person per day) Rebar Locator (Pachometer) Nuclear Density Gauge Usage Field Vehicle Usage Direct Project Expenses Laboratory testing, geophysical equipment, and other special equipment provided upon request. $ 180/hr $ 300/day $ 140/day $ 97/hr $ 65/day $ 40/hr $ 40/kit $ 30/p/d $ 30/hr $ 15/hr $ 12/hr Cost plus 1 O % Noi~ -. · -· , . . : -----: --, . -----. ' • '' I ' For field and laboratory technicians and special inspectors, regular hourly rates are charged during nomial weekday construction hours. Overtime rates at 1.5 times the regular rates will be charged tor work performed outside normal construction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 24 hours. Field Technician rates are based on a 4-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8- hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on accounts not paid within 30 days. The terms and conditions of providing our consulting services include our limitation of liability and indemnities as presented in Ninyo & Moore's Work Authorization and Agreement. *Indicates rates that are based on Prevailing Wage Detemiination made by the State of California, Director of Industrial Relations on a semiannual basis. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project. Ninyo & Moore I City of Carlsbad Master Agreements I S02-01360 I June 12, 2018 C11 PW 11 November 27, 2018 Item #6 Page 172 of 671 PSA 19-560CA 2018 Schedule of Fees for Laboratory Testing L~b~ra~9,,-y'l'e'st;"rest fj)~gnatiQn.1 arid Price Per'f~st',' ,-i. .:, ,' , . ·: , , SOILS Attertlerg Limits, D 4318, CT204 $ 170 California Bearing Ratio (CBR), D 1883 $ 550 Chlofide and Sulfate Content, CT 417 & CT 422 $ 17 5 Consolidation, D 2435, CT 219 $ 300 Consolidation, Hydro-Collapse only, D 2435 ., ..... .,., ...... ., ........................ $ 150 Consolidation-Time Rate, D 2435, CT 219 $ 75 Direct Shear-Remolded, D 3080 $ 350 Direct Shear -Undisturbed, D 3080 $ 300 Durability Index, CT 229 $ 175 Expansion Index, D 4829, IBC 18-3 $ 190 Expansion Potential (Method A), D 4546 $ 170 Geofabric Tensile and Elongation Test, D 4632 $ 200 Hydraulic Conductivity, D 5084 $ 350 Hydrometer Analysis, D 422, CT 203 $ 220 Moisture, Ash, & Organic Matter of Peat/Oryanic Soils $ 120 Moisture Only, D 2216, CT 226 $ 35 Moisture and Density, D 2937 $ 45 Permeability, CH, D 2434, CT 220 $ 300 pH and Resistivity, CT 643 $ 175 ProctorDensityD1557,D698, CT216,AASHTOT-180 $ 220 Proctor Density wi1h Rock Correction D 1557 $ 340 R-value, D 2844, CT 301 $ 325 Sand Equivalent, D 2419, CT 217 $ 125 Sieve Analysis, D 422, CT 202 $ 145 Sieve Analysis, 200 Wash, D 1140, CT 202 $ 100 Specific Gravity, D 854 $ 125 Thermal Resistivity (ASTM 5334, IEEE 442) $ 925 Triaxial Shear, C.D, D 4767, T 297 $ 450 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pl $ 400 T riax1al Shear, C.U., wlo pore pressure, D 4767, T 2297 per pt $ 250 Triaxial Shear, U.U., D 2850 $ 180 Unconfined Compression, D 2166, T 208 $ 130 MASONRY Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 $ 70 Brick Compression Test, C 67 $ 55 Brick Efflorescence, C 67 $ 55 Brick Modulus of Rupture, C 67 $ 50 Brick Moisture as received, C 67 $ 45 Brick Saturation Coefficient, C 67 $ 60 Concrete Block Compression Test, 8x8x16, C 140 $ 70 Concrete Block Conformance Package, C 90 $ 500 Concrete Block Linear Shrinkage, C 426 $ 200 Concrete Block Unit Weight and Absorption, C 140 $ 70 Cores, Compression ex Shear Bond, CA Code $ 70 Masonry Grou-+_ 3x3x6 prism compression, C 39 $ 45 Masonry Mortar, 2x4 cylinder compression, C 109 $ 35 Masonry Prism, half size, compression, C 1019 $ 120 Masonry Prism, Full size, compression, C 1019 $ 200 REINFORCING AND STRUCTURAL STEEL Chemical Analysis, A 36, A 615 $ 135 Fireproofing Density Test, UBC 7 ~ $ 60 Hardness Test, Rockwell, A 370 $ 70 High Strength Bolt, Nut & Washer Conformance, per assembly, A 325 $ 150 Mechanically Spliced Reinforcing Tensile Test, ACI $ 175 Pre-Stress Strand (7 wire), A 416 $ 170 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 $ 60 Structural Steel Tensile Test: Up to 200,000 lbs. (machning extra), A 370 $ 80 Welded Reinforcing Tensile Test Up to No. 11 bars, ACI $ 65 CONCRETE Compression Tests, 6x12 Cylinder, C 39 Concrete Mix Design Review, Job Spec Concrete Mix Design, per Trial Batch, 6 cylinder, ACI Concrete Cores, Compression (excludes sampling), C 42 Drying Shrinkage, C 157 Flexural Test, C 78 Flexural Test C 293 Flexural Test, CT 523 Gunite/Shob::rete, Panels, 3 c:ut cores per panel and test ACI Jobsite Testing Laboratory Lightweight Concrete Fill, Compression, C 495 Petrographic Analysis, C 856 Restrained Expansion of Shrinkage Compensation Spliltilg Tensile Strength, C 496 3x6 Grout (CLSM), C 39 2x2x2 Non-Shrink Grout, C 109 ASPHALT CONCRETE $ 30 $ 180 $ 850 $ 60 $ 400 $ 75 $ 75 $ 85 $ 'lJ5 Quote $ 50 $2,000 $ 450 $ 100 $ 45 $ 45 Air Voids, T 269 $ 75 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) $ 4,500 Asphalt Mix Design Review, Job Spec $ 180 Dusi Proportioning, CTLP4 $ 75 Extraction, % Asphalt, including Gradation, D 2172, CT 382 $ 250 Extraction, %Asphalt without Gradation, D 2172, CT 382 ....... ,. ............... $ 150 Film Shipping, CT 302 $ 120 Hveem Stabiity and Unit Weight D 1560, T 246, CT 366 $ 225 Marshall Stability, Flow and Unit Weight T 245 $ 240 Maximum Theoretical Unit Weight. D 2041, CT 309 S 150 Moisture Content, CT 370 $ 85 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 $1,000 Slurry Wet Track Abrasion, D 3910 $ 150 Superpave, Asphalt Mx Verification (incl. Aggregate Quality) $ 4,900 Superpave, Gyratory Un~ Wt, T 312 $ 100 Superpave, Ha-nburg Wheel, 20,000 passes, T 324 $ 1,000 Unit Weight sample or core, D 2726, CT 308 $ 100 Voids in Mineral Aggregate, (VMA) CT LP-2 $ 75 Voids filled with Asphalt, (VFA) CT LP-3 $ 75 Wax Density, D 1188 $ 100 AGGREGATES Clay Lumps and Friable Particles, C 142 Cleanness Value, CT 227 Crushed Particles, CT 205 Durabiity, Coarse or F,na, CT 229 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 Flat and Elongated P.rticle, D 4791 Lightweight Particles, C 123 Los Angeles Abrasion, C 131 or C 535 Material Finer than No. 200 Sieve by Washing, C 117 Organic Impurities, C 40 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 Potential Reactivity of Aggregate (Chemical Method), C 289 Sand Equivalent T 176, CT 217 Sieve Analysis, Coarse Aggregate, T 27, C 136 Sieve Analysis, Fine Aggregate (inchJding wash), T 27, C 136 Sodium Sulfate Soundness, C 88 Specific Gravity and Absorption, Coarse, C 127, CT 206 Specific Gravity and Absorption, Fine, C 128, CT 207 ROOFING Roofing Tile Absorption, (set of 5), C 67 Roofing Tile Strength Test, (set of 5), C 67 $ 180 $ 180 $ 175 $ 205 $ 180 $ 220 $ 180 $ 200 $ 90 $ 90 $1,250 $ 950 $ 475 $ 125 $ 120 $ 145 $ 450 $ 115 $ 175 $ 250 $ 250 Special preparation of standard test specimens will be charyed at the technician's hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. Ninyo & Moore j City of Carlsbad Master Agreements I S02-01360 j June 12, 2018 C11PW 12 November 27, 2018 Item #6 Page 173 of 671 R2H Engineering, Inc. Engineer 5 Engineer 4 Engineer 3 Engineer 2 Engineer 1 Technician 3 Technician 2 Technician 1 2018 Fee Schedule Consulting Engineering Services Sr. Engineer Project Manager Engineer Engineer Jr. Engineer Sr. Drafter/Designer Technician Administration $200/hr $174/hr $146/hr $124/hr $ 95/hr $ 99/hr $ 85/hr $ 71/hr Note: Overtime charges will be invoiced at 1.5 times the above rates. REIMBURSABLE COSTS Computer/CAD Vehicle Mileage Travel Expenses Outside Services Reproduction (In-House) 81/,xll 81/2 X 14 J] X 17 Plotting (In-House) Bond Binding (In-House) 81/, ., I l Large Format San Diego, CA Las Vegas, NV B&W B&W B&W 24 X 36 $0.35/copy $0.48/copy $0.70/copy $2. 96/sheet $4.05/binding $5.25/binding Service by Design 13 Color Color Color 30 X 42 PSA 19-560CA $9.00/hour $0.53.5/mile Cost+ 20% Cost+ 20% $0.52/copy $0.66/copy $1.02/copy $4.51 /sheet Salt Lake City' UT Idaho Falls, ID November 27, 2018 Item #6 Page 174 of 671 PSA 19-560CA BURNS~M~DONNELL SUBCONSULTANT RATE SCHEDULE NAME TITLE COST 14 November 27, 2018 Item #6 Page 175 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On ~~ c\ 2-G l V before me, ' Nd~r1 tf ,6\ic. (insert name and title1 th officer) personally appeared hvuJA w ootlt:~ ______ , who proved to me on the basis of satisfactory evide ce to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature-~-:,----(Seal) November 27, 2018 Item #6 Page 176 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On Q~I\. 9, 2o l~etore me, personally appeared ¥:ieJ11n G-J·Jy~ who proved to me on the basis of satisfactory evidence to be the person(4 whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/~/tl;}E(y executed the same in his/h.efit¥ir authorized capacity(ifi$), and that by his/~/tl;leir signature'-81' on the instrument the person(,'), or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _f!fiiif:~/_:)_---..., _____ _ ·---.-.·.·· ... ·--·----·------·-.. .... -·\,·"1, ........ , -~ ! · 9co;1.T.;;.oo P;,;;~ ·sa,n,an, ..-.· COMM #2211740 • t? NOTARY PUBLIC•CALIFORNIA cl 0 . · SAN DIEGO COUNTY 1 Comnission Expires Aug. 27, 2021 l ..................................... .,, ............ .,., ................................... . (Seal) November 27, 2018 Item #6 Page 177 of 671 PSA 19-561 CA MASTER AGREEMENT FOR ELECTRICAL/MECHANICAL/PLUMBING ENGINEERING SERVICES BSE ENGINEERING, INC. THIS A<;,REJ:MENT is made and entered into as of the '2.-~ day of \0[}'€VV\'Ow" , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and BSE Engineering, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consultant firm that is experienced in the electrical, mechanical and plumbing engineering field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general electrical, mechanical and plumbing services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 178 of 671 PSA 19-561 CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 179 of 671 PSA19-561CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's· List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 180 of 671 PSA19-561CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 181 of 671 PSA 19-561 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Alan Brown Title Project Manager 10680 Treena Street Address Suite 100 San Diego, CA 92131 Phone No. 858-800-6000 Email abrown@bseengineering.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesIBl NoO 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 182 of 671 PSA 19-561 CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 183 of 671 PSA 19-561 CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 184 of 671 PSA 19-561 CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR BSE Engineering, Inc., a California corporation (priht name/title) B~~a-,_ Gnre) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: A\a,""' BfY)wv,, Vt~ P~ick.tt/c €Z? (print name/title) If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: IJ.f/4/Attor<;;jf City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 185 of 671 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.· State of California } } County of ~ ai"82-t0 on i~ oCT1 Zc>/;? before me, x8lHP koTJ-f/}Ot. tX}O't1JP::":J (yU'BLi l; ~~-~---,,.(Hc=:er,,,.e ""ins=-=e::.rt n::-::a=mc:-e a;:.,n"'"d ""titl;;c-e "'of .. th.,,-e o"'ffi°"1c"'er)r-~--- perso nally appeared ·ra:ml-WB BA<J)l-\fR.H,4/VJ/1-N · (('Ptvf'.v(d~0J ~Ul-rV G f~ OWN , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is1are subscribed to the within instrument and acknowledged to me that be/she/they executed the same in his/her/their authorized capacity(ies), and that by fl.isll::ler/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~~/?&~ Notary Public Signature (Notary Public Seal) INSTRUCTIONS FOR COMPLETING THIS FORM ADDITIONAL OPTIONAL INFORMATION Thisformcompliesivith currentCaliforniastatutesregardingnotmywordingand, DESCRIPTION OF THE ATTACHED DOCUMENT if needed, should be completed and attached to the document. Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notmy law. (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date Jo· I b· 2c16 CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer (Title) • Partner(s) • Attorney-in-Fact • Trustee(s) • other __________ _ 2015 Version www.NotaryClasses.com 800-873-9865 • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print bis or her name as it appears within bis or her commission followed by a comma and then your title (notary public). • Print the narne(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. hnpression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. · • Signature of the notary public must match the signature on file with the office of the county clerk. ❖ Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. November 27, 2018 Item #6 Page 186 of 671 PSA19-561CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of electrical, mechanical and plumbing engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Complete design services B. Mechanical unit specification / Title 24 compliance C. Design troubleshooting D. As-built verifications Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 187 of 671 Ccityof Carlsbad REQUEST FOR QUALIFICATIONS (18-05) MASTER AGREEMENT CONSULTING SERVICES DISOPLINE CATEGORY 5 ELECTRICAL/MECHANICAL/PLUMBING ENGINEERING STAFF NAME 1. Alan Brown CITY OF CARLSBAD ELECTRICAL, MECHANICAL AND PLUMBING ENGINEERING CONSULTING SERVICES TITLE Lead MEP Engineer 2. Tamara Badkerhanian-Ganev Sustainability Project Manager, MEP Project Manager 3. Gerry Sanner Quality Control Engineer 4. Daniel Crane II Senior Mechanical Engineer 5. Erson Bolos Senior Project Engineer 6. Philip Metzger Project Engineer 7. AlecSarner Design Engineer 1 8. Jacky Chan Design Engineer 1 9. Ubaldo Duran Senior Plumbing Designer 10. Sergio Cervantes Senior CAD Technician 11. Brian Wiskus Senior CAD Technician 12. Erika Cheng Administrative EXPENSES COST 1. Mileage Billed per IRS 2. Copy services Billed at Cost Plus /?/ ///~ By: __ ~ __ 1.. __ ·___._____""'·c.,"'-~"'--~-;/_ C?c--'-'-'-,.7Yr,---- (Signature) ~ Alan Brown Vice President Date: 06/21/2018 BSE Engineering, Inc. 106.80 Treena Street, Suite 100, San Diego, CA 92131 tel 858.800.6000 fax 858.800.6001 www.BSEengineering.com 10 ~ PSA 19-561CA ~ . SSE ENGINEERING. HOURLY RATE $219.64 $219.64 $183.03 $167.35 $151.66 $130.74 $120.28 $120.28 $135.97 $88.90 $88.90 $62.75 %MARKUP N/A 10% November 27, 2018 Item #6 Page 188 of 671 PSA 19-562CA MASTER AGREEMENT FOR ELECTRICAUMECHANICAUPLUMBING ENGINEERING SERVICES IMEG CORP. '(:'1 THIS AGREEMENT is made and entered into as of the ,2 '6-\::!0.-day of OJ-e\rv\~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and IMEG Corp., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consultant firm that is experienced in the electrical, mechanical and plumbing engineering field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to general electrical, mechanical and plumbing services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 189 of 671 PSA 19-562CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. , The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 190 of 671 PSA 19-562CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 191 of 671 PSA 19-562CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 192 of 671 PSA 19-562CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name David Rosenberger Title Project Manager Address 623 26th Avenue Rock Island, IL 92127 Phone No. 858-368-3400 David.C.Rosenberger@imegcorp. Email com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 193 of 671 PSA 19-562CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 194 of 671 PSA 19-562CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 195 of 671 PSA 19-562CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_~5'~--day of __ U_;;__c._itJ:..._;;_i_.er _____ , 2018. CONTRACTOR IMEG Corp., a Delaware corporation (signhere} _fAvL f • Pllf<.P-f Vice-Pre5ident By: (sign here) 2i-+t--0D, R_,L~'I--- CFO CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney BY~J',~ putyCttyAttomey City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 196 of 671 State of Illinois County of Rock Island This instrument was acknowledged before me on October 5, 2018, by Paul E. Parry. State of Illinois County of Rock Island YVONNE S SAVALA OFFICIAL SEAL Notary Public, State of lll1no1s My Commission Expires June 28, 2020 strument was acknowledged fle on October 5, 2018, by Rolavnv::N::l:::ALA OFFICIAL SEAL Notary Public, State of lll1no1s My Commission Expires June 28, 2020 November 27, 2018 Item #6 Page 197 of 671 PSA 19-562CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of electrical, mechanical and plumbing engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Complete design services B. Mechanical unit specification / Title 24 compliance C. Design troubleshooting D. As-built verifications Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 198 of 671 PSA 19-562CA RATE SCHED,ULE •IMEG PRICES VALID THROUGH TERM OF AGREEMENT STAFF NAME TITLE HOURLY RATE 1. 2. 3. 4. 5. 6. 7. 1. 2. 3. 4. 5. 6. 7. • David Rosenberger Client Executive $245 Allan Ugalde Senior Engineer Ill $200 MattSamar Senior Engineer $155 Mike Scharoun Senior Designer II $155 Doug Pham Project Designer rl $140 Azael Peralta Virtual Design Coordinator $95 Steven Kroft Engineering Assitant $70 EXPENSES DESCRIPTION COST %MARKUP Passenger Car Plotting (except for in-house use) Photo Copy St;iti=mcnt of QualiRcatitini foT.Cicy or" c;rlsba.d . RJ:Q t S•05 M;1$tt-r Agrcemcrit for ?vJEP Enginc:cring Sr:rvkcs 53.5¢/mile ... minimum $35/day $3.50/sheet 15¢/page ·······----······--·------·-... --··· Ct Premed o~ 100", Recycled P•pc, 10 0% 0% 0% November 27, 2018 Item #6 Page 199 of 671 PSA 19-563CA MASTER AGREEMENT FOR ENVIRONMENTAL PLANNING/ STUDIES SERVICES DUDEK THIS AGREEMENT is made and entered into as of the .2-,~ day of n) OJ:f.&Y\f\QeU::::: , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Dudek, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental planning and studies. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental planning and studies. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 200 of 671 PSA 19-563CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment {the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 201 of 671 PSA 19-563CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 202 of 671 PSA 19-563CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 203 of 671 PSA 19-563CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Shawn Shamlou Title Project Manager Address 605 Third Street Encinitas, CA 92024 Phone No. 760-479-4228 Email sshamlou@dudek.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 204 of 671 PSA 19-563CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 205 of 671 PSA 19-563CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 206 of 671 PSA 19-563CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Dudek, a California corporation (print name/title) ( s-ffart Secretary CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 207 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SJibl v1e-60 On _o_l,_-(_o_~_kl\. __ 3_, _.J)-_a_,_I' __ before me, _ __,;7)=-<-"-A.a..:N--='4"'-=--!<J"-11. ...... , _N_tJ_1.,.._'IJ..,_µ/.....___....:.A--=":...;::8'-"Ue..:....:~;.__ __ (insert name and title of the officer) personally appeared ___ H_ll._A_M_'K __ ?>_v_Dl:IJ(. __ A_M_'0_[_111_11,,_v_H._11_.t._-f _______ -e-_ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s))Slare subscribed to the within instrument and acknowledged to me thatJ,(e/~e/they executed the same in ~/l}er/their authorized capacity(ies), and that by ~Q:1€r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. J 1············~ __ DANIEL Kil : ~-.... , --... Notary Public -California 2 ~ /" .. , San Diego County la z · .. · Commission# 2187922 ~ My Comm. Expires Mar 29, 2021 (Seal} November 27, 2018 Item #6 Page 208 of 671 PSA 19-563CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A Agency coordination B. Biological monitoring C. Environmental initial studies & minor environmental documentation D. Mitigation & monitoring plans E. Preparation of technical studies F. Site surveys G. Special studies H. Sustainability research Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 209 of 671 DUDEK 2018STANDARDSCHEDULEOFCHARGES PSA 19-563CA ENGl.'IIEERING Si:RVICES Project Director ........................................................................... $275.00/hr Principal :ngineer Ill ................................................................... $245.00/hr Principal =ngineer 11 .................................................................... $235.00/hr Principal :engineer 1 ..................................................................... $225.00/hr Program Manager ....................................................................... $215.00/hr Senior Pr:>ject Manager .............................................................. $2~ 5.00/hr Project Manager ......................................................................... $210.00/hr Senior Engineer 111 ...................................................................... $205.00/hr Senior Engineer II ...................................................................... $195.00/hr Senior Engineer I ....................................................................... $185.00/hr Project Engineer IVfrechnician IV .............................................. $175.00/hr Project 2ngineer Ill/Technician 111 ................................................ $165.00/hr Project Engineer lltTechnician 11 .................................................. $150.00/hr Project Engineer I/Technician I ................. . ................. $135.00/hr Project Coordinator ..................................................................... $105.00/hr Engineering Assistant ................................................................. $100.00/hr E~VIRONM::NTAL S:R'✓ICES Principal.. .................................................................................. $240.00/hr Senior Project Manager/Specialist 11.. .......................................... $225.00/hr Senior Project Manager/Specialist 1. ............................................ $215.00/hr Enviror.mental Specialist/Planner VI ............................................ $195.00/hr Environmental Specialist/Planner V ............................................. $175.00/hr Environmental Specialist/Planner IV ............................................ $165.00/hr Environmental Specialist/Planner l11 ............................................ $155.00/hr Enviror.mental Specialist/Planner 11 ............................................. $140.00/hr Enviror.rr.ental Specialist/Planner 1 .............................................. $125.00/hr Ana:yst 111. ................................................................................... $115.00/hr Ana.yst 11. .................................................................................... $105.00/hr Ana;yst 1... .................................................................................... $95.00/hr Planning Assistant II ..................................................................... $85.00/hr Planning Assistant I ...................................................................... $75.00/hr C::JASTAL PLA)lNING/PcucY SE:RVICES Senior Project Manager/Coastal Planner 11 .................................. $220.00/hr Senior Project Manager/Coas:al Planner 1 ................................... $210.00/hr Environmental Specialist/Coastal Planner VI ............................... $200.00/hr Environmental Specialist/Coastal Planner V ................................ $180.00/hr Environmental Specialist/Coastal Planner IV ............................... $170.00/hr Environmental Specialist/Coastal Planner Ill ............................... $160.00/hr Environmental Specialist/Coastal Planner II ................................ $150.00/hr Environme:1tal Specialist/Coastal Planner I ................................. $140.00/hr CU!.. ¥URAL AND PALEONTOL:::GICAL SERv;c1:s Senior Project Manager/Archaeologist II ..................................... $215.00/hr Senio:-Project Manager/Archaeologist I ...................................... $205.00/hr Environmental Specialist/Archaeologist V .................................... $185.00/hr Environmental Specialist/Archaeologist IV ................................... $165.00/hr Environmental Specialist/Archaeolcgist 111 ................................... $145.00/hr Environmental Specialist/Archaeologist 11 .................................... $135.00/hr Environmental Specialist/Arehaeolcgist ! ..................................... $125.00/hr Environmental Specialist/Architectural Historian II ....................... $150.00/hr Environmental Specialist/Architectural Historian I ........................ $125.00/hr Env:ronmental Specialist/Paleontologist 11 .................................. $165.00/hr Environmental Specialist/Paleontologist I .................................... $125.00/hr Paleontological Technician 111 ........................................................ $85.00/hr Paleontological Technician 11 ......................................................... $75.00/hr Paleontological Technician 1 .......................................................... $55.00/hr Cultural Resources Technician 11. .................................................. $75.00/hr Cultural Resources Technician 1. ................................................... $55.00/hr CONSTRLC,:ON MANAGEMENT SER1ilCES Principa,/Manager ....................................................................... $195.00/hr Senior Construction Manager ..................................................... $180.00/hr Senior Project Manager .............................................................. $160.00/hr Construction Manager.. . ...................................................... $150.00/hr Project Manager ......................................................................... $140.00/hr Resident Engineer ..................................................................... $140.00/hr Construction Engineer ................................................................. $135.00/hr On-site Owner's Representative .................................................. $130.00/hr Construction Inspector 111 ............................................................ $125.00/hr Construction Inspector II ............................................................. $115.00/hr Construction Inspector I .............................................................. $1 OS.OD/hr Prevailing 'JI/age Inspector .......................................................... $135.00/hr Co:vlPUA\.iCE SER\/lC'.=:S Compliance Director ......................................................... $205.00/hr Compliance Manager. ............................................................... $145.00/hr Compliance Project Coordinator...... . ........................... $105.00/hr Compliance Monitor... .................... . ................................ $95.00/hr DUDEK UAS S::RVICES UAS Principal ............................................................................. $240.00/hr UAS Project Manager .................................................................. $130.00/hr UAS Pilot 11 ................................................................................... $85.00/hr UAS Pilot 1 .................................................................................... $75.00/hr UAS Data Analyst 11 ...................................................................... $85.00/hr UAS Data Analyst 1 ....................................................................... $75. DO/hr HYDROGEOLOGICAL SERVICES Principal ...................................................................................... $260.00/hr Principal Hydrogeologist/Engineer ............................................... $240.00/hr Sr. Hydrogeologist IV/Engineer IV ............................................... $225.00/hr Sr. Hydrogeologist Ill/Engineer Ill ................................................ $21 D.00/hr Sr. Hydrogeologist II/Engineer II .................................................. $195.00fnr Sr. Hydrogeologist I/Engineer I .................................................... $180.DO/hr Hydrogeologist VI/Engineer VI .................................................... $160.00/hr Hydrogeologist V/Engineer v ....................................................... $150.00/hr Hydrogeologist IV/Engineer IV ..................................................... $140.00/hr Hydrogeologist Ill/Engineer Ill ...................................................... $130.00/hr Hydrogeologist II/Engineer ll ........................................................ $120.00/hr Hydrogeologist I/Engineer l .......................................................... $110.00/hr Technician ................................................................................... $100.00/hr DISTRICT MANAG:::M::NT & OPERATIONS District General Manager ............................................................. $185.00/hr District Engineer .......................................................................... $175.00/hr Operations Manager ................................................................... $150.00/hr District Secretary/Accountant ...................................................... $100.00/hr Collections System Manager ....................................................... $100.00/hr Grade V Operator ........................................................................ $100.00/hr Grade IV Operator ........................................................................ $90.00/hr Grade Ill Operator ........................................................................ $85.00/hr Grade II Operator ......................................................................... $63.00/hr Grade I Operator .......................................................................... $55.00/hr Operator in Training ...................................................................... $40.00/hr Collection Maintenance Worker II ................................................. $60.00/hr Collection Maintenance Worker i .................................................. $45.00/hr OFFICE SERViCES Technical/Drafting/GADD SeNices 3D Graphic Artist ......................................................................... $165.00/hr Senior Oesigner ........................................................................... $155.00/hr Designer ...................................................................................... $145.00/hr Assistant Designer ....................................................................... $140.00/hr GIS Programmer I ....................................................................... $180.00/hr GIS Specialist IV .......................................................................... $155.00/hr GIS Specialist Ill .......................................................................... $145.00/hr GIS Specialist ll ........................................................................... $135.00/hr GIS Specialist I ............................................................................ $125.00/hr CACO Operator Ill ....................................................................... $135.00/hr CADD Operator II ........................................................................ $130.00/hr CADO Operator l ......................................................................... $115.00ihr CADD Drafter .............................................................................. $105.00/hr CADD Techr.ician .................... . ....................................... $100.00/hr 51.:P?ORT SERVICES Technical Editor Ill ...................................................................... .$145.00/hr Technical Editor II ........................................................................ $130.00/hr Technical Editor I ......................................................................... $115.00/hr Publications Specialist lll .............................................................. $105.00/hr Publications Specialist 11 ................................................................ $95.00/hr Publications Specialist 1 ................................................................ $85.00/hr Clerical Administration 11 ............................................................... $90.00/hr Clerical Administration 1 ............................................................... $85.00/hr Forensic Engineering -Court appearances, depositions. and interrogat~fies as expert witness will ~e billed at 2.00 times norrna: rates. Emergency and Holidays -Minimum charge cf two hOU?"S will be OiUed at 1. 75 -:imes the normal ·ate. Material and Outside Services -Subcontractors, --ent.al of special eqi,,;ipment, speeia' reprodudons and bluepr:nting, outside data processing and co:-:1puter services. t!tc., a!"e charg4!d at 1. 15 fr·-,es the d.ired cost _ Travel Expenses -Mileage at current IRS aLowaole ra:es. Per diem where overnight stay \S i'1voJved :s. chargee at c:ost Invoices, Late Charges -Al fees ,,,.,,a :,e b!lled ~c Client monthly and shall be .1ue and pa~ble upon receipt. Invoices are de!inc:uer:t rf not pa;d withfn 30 days from :he date of t!ie invo:ce. Clien~ agtees to pay a 'Tlon:hly lat~ cnarge equal tc 11)/o ~et month at the outstar:ding balance until oaid in ft...11. Annual Increases -Unless idertifiec otherwise, :hese standard --ates will i;;a-ease 3% annually. Effective January 1, 2018 10 November 27, 2018 Item #6 Page 210 of 671 PSA 19-565CA MASTER AGREEMENT FOR ENVIRONMENTAL PLANNING/ STUDIES SERVICES LSA ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ~ ~ day of l\J (~/ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"}, and LSA Associates, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental planning and studies. 8. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental planning and studies. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 211 of 671 PSA 19-565CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 212 of 671 PSA 19-565CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability {CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 213 of 671 PSA 19-565CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 214 of 671 PSA 19-565CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Mike Trotta Title President/COO 20 Executive Park Address Suite 200 Irvine, CA 92614 Phone No. 949-553-0666 Email mike.trotta@lsa.net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[) No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 215 of 671 PSA 19-565CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 216 of 671 PSA 19-565CA improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 217 of 671 PSA 19-565CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR LSA Associates, Inc., a California corporation (sign here) (print name/title) sighere) Rosa Ima. Evans I C Fo " (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By~or ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _.!{)g~-~A =-=--(7 J_ Deputy City Atto~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 218 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Olf an~e.. ) On I \ / Ile [2D I 8 before me, _C_h_r_i5_ft_·n_a_U_s_J-----i~r-------+-I _M_()_b~~-----------fv.,_b_l_i c __ Date Here Insert N'tl!ne ~nd Title oYthe Officer personally appeared ~A~;_Jt.~e~-~T,_ro_tt __ t:\._ct,~n~d~~R=o-s.,_,a~k="~a~_Ev_a.-n.~~.S ______ _ Name(s) of Signer(s) ----~------ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and . ial seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: PsA IC/-5t,5CA Number of Pages: / ~ Signer(s) Other Than Capacity(ies) Claimed by Signer(s) Signer's Name: M.1 I<.(, T (ott a. NCorporate Off-ic_e_r _-~T~itl~e~(s~):~B~res-·1-d-m~f--- =' Partner -_J Limited I _I General r-Individual I I Attorney in Fact ~ Trustee I I Guardian or Conservator ~ Other: ______________ _ Signer Is Representing: ________ _ Document Date: _______ _ Named Above: ---------------=====--------- Signer's Name: Ros~ Im:) EVa-t\ S c)<Corporate Officer -Title(s): _._C __ f~•----- i I Partner - I I Limited ! I General I Individual ! Trustee [J Attorney in Fact I ' Guardian or Conservator Other: _____________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 219 of 671 PSA 19-565CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Agency coordination B. Biological monitoring C. Environmental initial studies & minor environmental documentation D. Mitigation & monitoring plans E. Preparation of technical studies F. Site surveys G. Special studies H. Sustainability research Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 220 of 671 LSA June 22, 2018 Eleida Felix Yackel, Seaior Contract Administrator City of Carlsbad Public Works Contracts Administration 1635 Faraday Avenue Carlsbad, California 92008 PSA 19-565CA CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RfCHMONO fltV€RSIOE ROSEVILLE SAN LUIS OBISPO Subject: Fee Schedule for Request for Qua.Jificatiorts for Master Agreement Con-suJtaot Services (RFQ 18-05): #6 -Environmental Pla,nning/Studies Dear Ms. Felix Yackel: LSA appreciates the oppo.rtunity to respond to the RFQ to provide Environmental Planning/Studies services to the City of Carlsbad (City) and the Carlsbad Municipal Water District (CMWD). At the City's and CMWO's request, LSA has previded its fee schedule that ~ndicates the title and hourly bitting rates for each team member. Based on a thoreugh evaluation of the scope of services identified in the RFP and LSA's experience in preparing environmental documents on an as-needed basis, the LSA Team will provide the City and CMWD with competent professional services to complete the work to your satisfaction. On behalf of the LSA Team, w.e look forward to working wtth the City and CMWO. Should you require further information or have any questions regarding this fee schedule, please do not hesitate to contact David Atwater at (760) 931-5471 or by email at dav-id.atwater@lsa.net Sincerely, LSA Asseciates, lnc. Mike Trotta President/Chief Operating Officer Attachment: Fee Schedule 703 Palomar Airport Road, Suite 260, Carlsbad, California 92011 760.931.5471 www.lsa.net I.SA is a bvslness name of I.SA Associares, Inc. 10 November 27, 2018 Item #6 Page 221 of 671 PSA 19-565CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE l. Ashley Davis Principal in Charge $249 2. David Atwater Project Manager $162 3. Dean Arizabal Associate/Senior $173 Transportation Planner 4. Adrianne Beazley Associate/Senior $179 Environmental Planner 5. Natalie Brodie Associate/Cultural $146 Resources Manager 6. Shelby Cramton Environmental Planner $103 7. Anthony Greco Senior Biologist $135 8. Alyssa Helper Senior Environmental $141 Planner 9. Michael Hendrix Associate/Climate $265 Change 10. Christina Hirt Environmental Planner $114 11. Patrick Kallas Assistant Environmental $92 Planner 12. Jaime Morales Senior Biologist $135 13. Anthony Petros Principal/Transportation $244 14. Michael Slavick Senior Air Quality $195 Specialist 15. J.T. Stephens Associate/Senior Air $168 Quality Specialist 16. Mike Trotta President/Principal $271 Biologist 17. Nicole West Associate/Senior Water $195 Quality Specialist 11 November 27, 2018 Item #6 Page 222 of 671 PSA 19-565CA SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. Steve Beck/Ninyo & Moore Principal Environmental $196 Geologist 2. Adrian Olivares/Ninyo & Moore Senior Project $179 Environmental Scientist 3. Christina Tretinjak/Ninyo & Moore Senior Project Geologist $179 EXPENSES DESCRIPTION COST % MARKUP l. Reproduction (8.5 X 11) B/W $.07 per page 10 2. Reproduction (8.5 X 11) Color $.40 per page 10 4. Reproduction (11 X 17) B/W $.10 per page 10 5. Reproduction (llx17) Color $.75 per page 10 6. CD Production $5.00 per CD 10 7. USB Flash Drive $5.00 per drive 10 8 Aerial Drone $200.00 per day 10 9. Plotting $3.75 per sf 10 10. Mileage On Road Current federal rate 10 11. Mileage Off-Road Current federal rate 10 12. GPS Unit $75.00 per day 10 13. Total Station Surveying Instrument $50.00 per day 10 14. Level (Laser or Optical) $25.00 per day 10 15. Laser Rangefinder $25.00 per day 10 16. Sound Meter $75.00 per day 10 17. Sound Meter with Velocity Transducer $85.00 per day 10 18. Aerial Photo Cost 10 19. Boat Rental $125.00 per day 10 20. Water Quality Meter $25.00 per day 10 21. Night Vision Goggles $50.00 per unit per night 10 Master Agreement Consulting Services Request for Qualification RFQ No.18-05 November 27, 2018 Item #6 Page 223 of 671 PSA 19-607CA MASTER AGREEMENT FOR ENVIRONMENTAL/STORMWATER SERVICES DUDEK THIS AGRE~ is made and entered into as of the 2 Cf)m day of Nw£VV\\0e , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Dudek, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental and stormwater services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental stormwater. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 224 of 671 PSA 19-607CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 225 of 671 PSA 19-607CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 226 of 671 PSA 19-607CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 227 of 671 PSA 19-607CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Bryn Evans Title Project Manager Address 605 Third Street Encinitas, CA 92024 Phone No. 760-942-5147 Email bevans@dudek.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 228 of 671 PSA 19-607CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 229 of 671 PSA 19-607CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 230 of 671 PSA 19-607CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Dudek, a California corporation ,gn here) Dudek Frank Dudek Ch~lrman / CEO (print name/title By~ Q_[-\f ~ -, ~ c:, (sign here) Emily Hart Se~reta~. CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ~s:¥ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 231 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of VA N 7) let. b On Dt.:1DOl4. tj, ~6/cf before me, 7!>Atvia k7i.. NJ1.AfLAI P1JBLA' --------'------(insert name and title of the officer) personally appeared ____ n_R._A_tJ_,_<" __ D_v_J_eJ< __ fi_AJ_o __ c_A_l_c.._'f __ H,_'A_A,_1 _____ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s))5/are subscribed to the within instrument and acknowledged to me that.l;te/stie/they executed the same in hi8iper/their authorized capacity(ies), and that by ):Hs/Aef/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ············~ DANIEL KIL J Et···~ Notary Public -California z 1 :·· San Diego County ~ z . 4 Commission # 2187922 · My Comm. Expires Mar 29, 2021 (Seal) November 27, 2018 Item #6 Page 232 of 671 PSA19-607CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Trash amendments compliance B. Illicit discharge detection elimination (IDDE) investigations C. Program regulatory compliance D. Emergency action plan/ support E. Monitoring Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 233 of 671 DUDEK PSA 19-607CA 2018 STANDARD SCHEDULE OF CHARGES ENGINEERING SERVICES Project Director .......................................................................... $275.00/hr Principal Engineer Ill .................................................................. $245.00/hr Principal Engineer 11.................. .... ... . . ...... $235.00/hr Principal Engineer 1 ..................................................................... $225.00/hr Program Manager ....................................................................... $215.00/hr Senior Project Manager .............................................................. $215.00/hr Project Manager ......................................................................... $210.00/hr Senior Engineer 111 ...................................................................... $205.00/hr Senior Engineer II ..................................................................... $195.00/hr Senior Engineer I ............. .. ....................................... $185.00/hr Project Engineer IVfTechnician IV ............................................... $175.00/hr Project Engineer I11/fechnician 111 ................................................ $165.00/hr Project Engineer II/Technician 11 .................................................. $150.00/hr Project Engineer I/Technician 1 ................................................... $135.00/hr Project Coordinator .................................................................... $105.00/hr Engineering Assistant ................................................................. $100.00/hr ENVIRONMENTAL SERVICES Principal.. ........................................................................ , ........... $240.00/hr Senior Project Manager/Specialist 11 ............................................ $225.00/hr Senior Project Manager/Specialist 1 ............................................. $215.00/hr Environmental Specialist/Planner VI. ........................................... $195.00/hr Environmental Specialist/Planner V.................. .. ...... $175.00/hr Environmental Specialist/Planner IV ............................................ $165.00/hr Environmental Specialist/Planner 111 ............................................ $155.00/hr Environmental Specialist/Planner 11 ............................................. $140.00/hr Environmental Specialist/Planner 1 .............................................. $125.00/hr Analyst Ill.. ....................................................................... $115.00/hr Analyst 11 ..................................................................................... $105.00/hr Analyst 1... ..................................................................................... $95.00/hr Planning Assistant II ..................................................................... $85.00/hr Planning Assistant I ...................................................................... $75.00/hr COASTAL PLANNING/POLICY SERVICES Senior Project Manager/Coastal Planner 11 .................................. $220.00/hr Senior Project Manager/Coastal Planner 1. .................................. $210.00/hr Environmental Specialist/Coastal Planner VI ............................... $200.00/hr Environmental Specialist/Coastal Planner V ................................ $180.00/hr Environmental Specialist/Coastal Planner IV ............................... $170.00/hr Environmental SpecialisVCoastal Planner Ill ............................... $160.00/hr Environmental Specialist/Coastal Planner II ................................ $150.00/hr Environmental Specialist/Coastal Planner I ................................. $140.00/hr CULTURAL AND PALEONT0L0GICAL SERVICES Senior Project Manager/Archaeologist II ..................................... $215.00/hr Senior Project Manager/Archaeologist I ...................................... $205.00/hr Environmental Specialist/Archaeologist V .................................... $185.00/hr Environmental SpecialisVArchaeologist IV .................................. $165.00/hr Environmental Specialist/Archaeologist 111 ................................... $145.00/hr Environmental Specialist/Archaeologist 11 .................................... $135.00/hr Environmental SpecialisVArchaeologist I ..................................... $125.00/hr Environmental Specialist/Architectural Historian 11 ....................... $150.00/hr Environmental Specialist/Architectura.t Historian I.... . ........ $125.00/hr Environmental Specialist/Paleontologist II ................................... $165.00/hr Environmental Specialist/Paleontologist 1 .................................... $125.00/hr Paleontological Technician 111. ....................................................... $85.00/hr Paleontological Technician 11 ......................................................... $75.00/hr Paleontological Technician 1 .......................................................... $55.00/hr Cultural Resources Technician 11........................................ .. .. $75.00/hr Cultural Resources Technician 1. ................................................... $55.00/hr CONSTRUCTION MANAGEMENT SERVICES Principal/Manager ....................................................................... $195.00/hr Senior Construction Manager ..................................................... $180.00/hr Senior Project Manager .............................................................. $160.00/hr Construction Manager ................................................................. $150.00/hr Project Manager ......................................................................... $140.00/hr Resident Engineer .................................................................... $140.00/hr Construction Engineer.......................... . ............................. $135.00/hr On-site Owner's Representative. .. ............................. $130.00/hr Construction Inspector Ill ............................................................ $125.00/hr Construction Inspector II ............................................................. $115.00/hr Construction Inspector I ............. ................................... .. ...... $105.00/hr Prevailing Wage Inspector........... .................... . ............... $135.00/hr C0M?l..lANCE S!:RVICES Compliance Director........... ......... .......... .. ......... $205.00/hr Compliance Manager........................ .. ... $145.00/hr Compliance Project Coordinator...... . ... $105.00/hr Compliance Monitor ...................................................................... $95.00/hr DUDEK 10 UAS SERVICES UAS Principal ............................................................................. $240.00/hr UAS Project Manager .............................................................. $130.00/hr UAS Pilot 11 ................................................................................... $85.00/hr UAS Pilot 1 .................................................................................... $75.00/hr UAS Data Analyst 11 ...................................................................... $85.00/hr UAS Data Analyst I.. .. ................................... $75.00/hr HYDROGE0L0GICAL SERVICES Principal ...................................................................................... $260.00/hr Principal Hydrogeologist/Engineer ............................................... $240.00/hr Sr. Hydrogeotogist IV/Engineer IV. .. ................... $225.00/hr Sr. Hydrogeologist Ill/Engineer Ill .......... .. ...................... $210.00/hr Sr. Hydrogeologist II/Engineer II .................................................. $195.00/hr Sr. Hydrogeologist I/Engineer I ......................... .. ................... $180.00/hr Hydrogeologist VI/Engineer VI .............. . ................. $160.00/hr Hydrogeologist V/Engineer V ....................................................... $150.00/hr Hydrogeologist IV/Engineer IV ..................................................... $140.00/hr Hydrogeologist Ill/Engineer lll ...................................................... $130.00/hr Hydrogeologist II/Engineer ll ........................................................ $120.00/hr Hydrogeologist I/Engineer l .......................................................... $110.00/hr Technician............................................................ . ......... $100.00/hr DISTRICT MANAGEMENT & OPERATIONS District General Manager ............................................................. $185.00/hr District Engineer .......................................................................... $175.00/hr Operations Manager ................................................................... $150.00/hr District Secretary/Accountant ...................................................... $100.00/hr Collections System Manager ....................................................... $100.00/hr Grade V Operator ........................................................................ $100.00/hr Grade IV Operator ........................................................................ $90.00/hr Grade Ill Operator ........................................................................ $85.00/hr Grade 11 Operator ......................................................................... $63,00/hr Grade I Operator .......................................................................... $55.00/hr Operator in Training ...................................................................... $40.00/hr Collection Maintenance Worker II ................................................. $60.00/hr Collection Maintenance Worker I .................................................. $45.00/hr OFFICE SERVICES Technica!/Orafting/CADD Ser.tices 3D Graphic Artist................................................. . ................... $165.00/hr Senior Designer ........................................................................... $155.00/hr Designer ...................................................................................... $145.00/hr Assistant Designer ....................................................................... $140.00/hr GIS Programmer I ....................................................................... $180.00/hr GIS Specialist IV .......................................................................... $155.00/hr GIS Specialist Ill .......................................................................... $145.00/hr GIS Specialist 11 ........................................................................... $135.00/hr GIS Specialist 1 ............................................................................ $125.00/hr CADD Operator Ill ....................................................................... $135.00/hr CADD Operator II ........................................................................ $130.00/hr CADD Operator I ......................................................................... $115.00/hr CADD Drafter .............................................................................. $105.001hr CADD Technician ........................................................................ $100.00/hr SUPPORT SERVICES Technical Editor 111.................. .. ......................................... $145.00/hr Technical Editor II ........................................................................ $130.00/hr Technical Editor l ......................................................................... $115.00/hr Publications Specialist lll .............................................................. $105.00/hr Publications Specialist 11.. .............................................................. sgs.oo1hr Publications Specialist I................... . ........................ $85.00/hr Clerical Administration II .... .. .................................................... $90.00/hr Clerical Administration I............................. . ..................... $85.00/hr Forensic Engineering -C:>urt appearances, depositions, a,d i".terrogatories as expert witness wi:J be bHJed at 2.00 times nomiaJ rates. Emergency and Holidays -Minimum charge of two hours will .be billed at 1. 75 tim~s the nanna! rate. Material and Outside Services -S1,.1bcontractors, rental of special equipment special repro.::i:uctions and bluepr:nting. outside :'ata processing and computer services, etc., are charged at 1. ~ 5 times tre direct cost. Travel Expenses -Mileage at curr~nt IRS allowable rates. Per diem where overnight stay ;s involved is charged at ccst Invoices, Late Charges -Aa fees will be billed to C:lient mont.'"lty anj sha/1 be due and payaole ..;po:: receipt. Invoices are deli::quent if ~.ot paid wr.hin 30 days from the date of the invoice. Client agrees to pay ~ mor.th!y late charge equa, 10 1 % per month of the outstancHng balance cntil paid in full Annual Increases -Unless · dentified oTler..vise, these s1andc:r.j rates 'Nill increase ~/4 aL"'.nuaty. Effective January 1, 2018 November 27, 2018 Item #6 Page 234 of 671 ~ UNDERGROUND SOLUTIONS "~ POSITIVE~ STAFF ITEM NAME TITLE 1 Thomas (T.C.) Mueller VP Field Operations 2 Travis Leigh Gen. Superintendent 3 Chris Mueller Foreman 4 Vince Dominguez Plans/Permits 5 Adma Perez Contracts/ Admin LOCATING (1-man crew} ITEM NAME RATE 1 Electromagnetic locating $200/hr 2 GPR locating $250/hr 3 Utility Vault Dips -each $150/each 4 Sonde/Push Rod locating $225/hr POTHOLING {Yacmaster 4000 incl 2-men crew} ITEM NAME RATE 1 Pothole Service (Prevailing Wage}per hour/reg $300/hr 2 Pothole Service (Prevailing Wage)per hour/premium $350/hr 3 Cold-Mix Asphalt (each) $25/each 4 Penna Patch / Rapid Set/Hot Mix Asphalt Repairs $100/each 5 Hot-Patch Asphalt Grind & Overlay (each} $550/each 6 Traffic Control Plans (per sheet} $150/each 7 Traffic Control Plans-Engineer-stamped (per sheet) $550/each 8 Standard Traffic Control (per day) $500 per day 9 Major Traffic Control (per day) $1,000/per day 10 NiQhttime Major Traffic Control (per day) $1,800/per night 11 Flagman Service (per man hour)-Prev Wage $75/hr 12 Subsurface Utility Report (1 - 5 potholes) (each} Digital Flash Card $150/each 13 Subsurface Utility Report (5-10 potholes} (each) Digital Flash Card $250/each 14 Subsurface Utility Report (10-20 potholes) (each) Digital Flash Card $350/each 15 Subsurface Utility Report (20-30 potholes) (each) Digital Flash Card $450/each 16 Subsurface Utility Report (30 -40 potholes) (each) Digital Flash Card $550/each 17 Subsurface Utility Report (40-50) potholes) (each) Digital Flash Card $650/each 18 Additional Hard Copy of Utility Report ( each ) $100/each 120 N. Andreasen Dr., Escondido, CA 92029 (760) 294-9449 www.usipothole.com 11 PSA 19-607CA HOURLY RATE $175/hr $150/hr $100/hr $100/hr $75/hr November 27, 2018 Item #6 Page 235 of 671 PSA 19-608CA MASTER AGREEMENT FOR ENVIRONMENTAUSTORMWATER SERVICES MIKHAIL OGAWA ENGINEERING INC. ~AGR~NT is made and entered into as of the Q,,~ day of \\, ~~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Mikhail Ogawa Engineering Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental and stormwater services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental stormwater. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, · through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 236 of 671 PSA 19-608CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 237 of 671 PSA 19-608CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 238 of 671 PSA 19-608CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 239 of 671 PSA 19-608CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Mikhail Ogawa Title Project Manager 2195 San Dieguito Drive Address Suite 1 -------------- De I Mar, CA 92014 Phone No. 858-987-4169 Email mikhail@mogawaeng.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YeslKJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 240 of 671 PSA 19-608CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 241 of 671 PSA 19-608CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 242 of 671 PSA 19-608CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this (l::f> day of CJc.h h~ , 2018. CONTRACTOR Mikhail Ogawa Engineering Inc., a California corporation By: ~~ Jfl.,!(/f,411... OG4w4 5~ /p..,: J..:f (print nam~/title) CITY OF CARLSBAD, a municipal corporation of the State of California By ~i!ltt, ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 243 of 671 ACKNO\IVLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On _...,,O""'"""'c ..... r_.....a:8:....,,i---_.2._() ....... 1~-=---before me, __ j_e_W __ U-w ___ ; "'---T __ N_o~·~__,_-~B .... u .... ,~~L ... r_c ,,'---- (insert name and title of tii"ef officer) personally appeared \<0 Lj 6 <;::,MA-f:H-:D M,~1tfuL 66 A:wA , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signaru~ s:::i;]) c~ (Seal) November 27, 2018 Item #6 Page 244 of 671 PSA 19-608CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Trash amendments compliance B. Illicit discharge detection elimination (IDDE) investigations C. Program regulatory compliance D. Emergency action plan/ support E. Monitoring Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 245 of 671 PSA 19-608CA City of Carlsbad RFQ 18-05 -Discipline 7: Environmental Services/Storm Water CARLSBAD MASTER AGREEMENT RATE SCHEDULE HOURLY RA TE SCHEDULE -EFFECTIVE JULY 1, 2018 -VALID THROUGH TERM OF AGREEMENT STAFF Name Title Hourly Rate 1. Mikhail Ogawa Principal in Charge $151.00 (Princioal Engineer) 2. Kelly Ogawa Lead Quality Control/Assurance $151.00 (Principal Scientist) 3. Brett Gamble Project Manager $136.00 (Senior Scientist) 4. Jeff Warner Technical and Field Support $136.00 (Senior Scientist) 5. Mark McPherson Technical and Field Support $136.00 (Senior Scientist) 6. Erica Keyser Technical Support $127.00 (Associate EnQineer) 7. Amanda Nelson Technical and Field Support $125.00 (Associate Scientist) 8. Nehemiah Martinez Field Support $117.00 (Assistant Scientist) 9. Fiona McHenry-Crutchfield Field Support $119.00 (Assistant Enaineer} 10. Dale Kang Field Support $119.00 (Assistant Engineer) SUB-CONSULTANTS Name/Firm Title Hourly Rate 1. 2. EXPENSES Description Cost % Markup 1. Mileaoe Current IRS Rate -2018 $0.545/mile 2. Fleet Vehicle $90.00/day 3. Subcontractors and Direct Cost 5.5% Costs OMOE 10 November 27, 2018 Item #6 Page 246 of 671 PSA 19-609CA MASTER AGREEMENT FOR ENVIRONMENTAL OUTREACH AND SERVICES GLOBAL DISPOSAL REDUCTION SERVICES, INC. ~ l;HIS AGREEMENT is made and entered into as of the 2 ~ day of ~D\tf?Jffi~, 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Global Disposal Reduction Services, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental outreach services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental outreach. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 247 of 671 PSA 19-609CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 248 of 671 PSA 19-609CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 249 of 671 PSA 19-609CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 250 of 671 PSA 19-609CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Shane Beyer Title Project Manager 5694 Mission Center Road Address Suite 470 San Diego, CA 92110 Phone No. 619-368-2424 Email sbeyer@globaldisposal.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 251 of 671 PSA 19-609CA recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 252 of 671 PSA 19-609CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 253 of 671 PSA19-609A 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this AS±b. day of <'.k •IJ 6-tr '2018. CONTRACTOR Global Disposal Reduction Services, Inc., a California corporation By:~ ~(sign here) ::Sashv\)N V-~\\~V"'w CtcJ (print name/title) By: ~ / --a= ~ign here) ::'Sz:;,~ it_ t\\A_.. ~ace}i,~1 (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By will ~att Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney BY J(lli)·~~ 'Deputy City Attorney ~1~-J-.. p , ~ ~ ~ ~ City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 254 of 671 California All-Purpose Certificate of Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness. accuracy. or validity of that document. State of California County of Sa._,n O ; :?:gP S.S. On /0 { 2.._i5 { I ~ before me, AM ftrZ..-Jr,:\-< N (Noff41'(.y f u~Li,~ personally appeared ___ T_o.:;:__S_h-._il_-°'--__ ~----'-o~tY----~--l_i..,.~""--~------- who proved to me on the basis of satisfactory evidence to be the person'8'Jwhose name.(.st' is/a,£ subscribed to the within instrument and acknowledged to me that he/s)il'e/t~y executed the same in his/h,e"r/their authorized capacity.(l.esr, and that by his/~/th.Gi-r signature~ on the instrument the pJrson($), or the entity upon behalf of which the personf) acted, executed the instrument. / I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r, ~!~ OPTIONAL INFORMATION ------------- Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of ________ _ containing __ pages. and dated ________ _ The signer(s) capacity or authority is/are as: lndividual(s) Attorney-in-fact Corporate Ofi1cer(s) _____________ _ Guardian/Conservator Partner -Limited/General Trustee(s) Other ________________ _ representing: Method of Signer ldent1f1cation Proved to me on the basis of satisfactory evidence form(s) of 1dent1f1cat1on credible w1tnessIesI Notarial event 1s detailed 1n notary Iournal on Page # __ Entry # __ Notary contact _________ _ Other Additional Signer Signer(s) Thumbpnnts(s) November 27, 2018 Item #6 Page 255 of 671 PSA 19-609CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental outreach related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Design and deliver educational presentations, workshops pertaining to environmental management programs B. Environmental management program compliance services C. Training, technical support for compliance with state and local government laws associated with environmental management programs. Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 256 of 671 PSA 19-609CA Request for Qualification RFQ No. 18-05 -Environmental Outreach and Services Fee Schedule The total fees payable for Global Disposalservices will vary based on Recycle Consultant, Recycle Specialist and Project Management hourly rates listed below. The fees would be billed on monthly basis towards agreement between the City of Carlsbad and Global Disposal. Although there are similarities with each education and outreach project, each partnership will present unique challenges such as location, demographics, property type, available resources, recycling opportunities, etc. These factors will ultimately be reviewed individually to provide the city and their stakeholders with unique and site-specific content. The following estimates represent our fundamental steps to ensure the pr_ogram immediate and future success. Recycle Technician (Hourly) $91.00 Recycle Specialist (Hourly) $121.00 Project Management (Hourly) $135.00 -Global Disposal Reduction Services, Inc. - 10 I November 27, 2018 Item #6 Page 257 of 671 PSA 19-61 0CA MASTER AGREEMENT FOR ENVIRONMENTAL OUTREACH AND SERVICES I LOVE A CLEAN SAN DIEGO THIS AGREEM~T is made and entered into as of the 2-Bt::1/\ day of ""[ ~XL::: , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and I Love A Clean San Diego, a California non-profit corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental outreach and services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental outreach and services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 258 of 671 PSA 19-61 OCA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 259 of 671 PSA 19-61 OCA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation as a result of the negligence, recklessness or willful misconduct of the Contractor is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 260 of 671 PSA 19-61 0CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All new work product produced by Contractor or its agents, employees, and subcontractors made specifically for this Agreement is the property of the City. In the event this Agreement is terminated, all new work product produced by Contractor or its agents, employees and subcontractors specifically for this Agreement will be delivered at once to the City. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 261 of 671 PSA 19-61 0CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Moriah Saldana Title Director of Regional Affairs 2508 Historic Decatur Rd Address Suite 150 San Diego, CA 92106 Phone No. 619-704-2782 Email msaldana@cleansd.org Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YeslxJ NoO 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 262 of 671 PSA 19-61 0CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 263 of 671 PSA 19-61 0CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 264 of 671 PSA 19-61 0CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 7D rw day of n O V CJ-1i?CJ L ' 2018. CONTRACTOR I Love A Clean San Diego, a California non-profit corporation By: ~1' A ,ivt,(1,.--- (sign here) RtSt\ i3AMtJ flru,~ (print name/title) sign here) a.'1--t.,,ffA,r,-t'~v, 1300.,..J ..,;.~'Juye,_y- (print nam'eltitle) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~yor ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney svlfle.tQw Deputy CityAttorn City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 265 of 671 ~ --:=::::=..::__-,_ -._---~-------------• We • Our Donors $S0,000+ Campland, LLC SDG&E Dud•I $25,000+ Htney Family Foundation Rtpublic Sel'lices, Inc. Wells Fargo Bank SU,000+ Ellen Browning Scripps Found1tion Chuck & Gail ltndall through Rancho Santa Ft Foundation EDCO Lowes $10,000 + Cox California Keep America Beautiful The La Jolla Community Found•tion UPS $5,000+ DART Bank of Amtrl<a BIii Haines Enns Hotels Harroh'! Rincon Casino & Resort Htwlttt Packard Nordson Asymtek Qu1komm Sony Uninrsal Wutt Dispouil Co. Walmart Wute Management Sl.SOO+ Anh,u,er Bu,ch San Diogo Ball Corporation Cae~(s Enterprise Servkes General Dynamic,, NASSCD GilHub Karon & Alan H•nry lllumina, Inc. Northrop Grumman Patagonia Rubio'! Coastal Grill Sycuan Ca~no Teledyne Marine The Heier foundation of San Diego Union Bank U.1. Bank Sl,000+ Allitd lnl•CJ!alrd Mark•ling AmNlpristfinancial, Inc. :~Y!'~<,!J Communitits, Inc. W1lliam8urtill CarMax Foundation f:~:,~·,~~tr C.irton Council Caufiotd & Jam.,, LLP Dtntons Ennt Network Robert & Sus,n fod• Goodrich Corporatton GoPro ~7~n~~1!:x1"" John~n Controls Kohr, ~:,~~tre:~ w;:~~ Mayela ManaSjan Janotlo & John M•lm Michael Baker lnlttnalional Mltche.fl International, Inc. Vinet Reardon ~~t~~trol'C!litan Crtdtt Union Sin £11)0 lagoon Con,mancy FALL SOCIAL I ()(lot,,,, 1 :,c,:;; •11(c,i1u,Jr· i:rit1:1,,·111•'·: d ,,,,, .~rd,b-p ,1•vi lcj\'r .i l.w •ir_i mp,''.' ,11 \<½n :1;.gr :·-1 ,p,J11•1,,,n,j .nd ,1'.'• ,,,11nq '.'1P '.-1ll l·,,(111 ·ti, .11 ·1u1I f.111 \r-., .11 "·'''kJ' '.l")~,,·li1'i 'J'. (•I ', 1·· '.:1,·,~-~\ f''lv1••,1,r~ ,·•1',11 ;,r,,.k, 1111:11, ,; ~•::,t .. ,tv, h-r .•111-1•·1,11; ',J''"'! ;ir l{J(,l 'l\ CORPORATE & TEAM BUILDING SPONSORSHIP h'.lltt:,mJ~t'H,t,,~,)1n·11tn,:,11. ~·u ,·,w,J,lll''.'f"'. ,ulu•hf''1'~J\ ,r .. r1r "(J ·, :-u· _,.,, 1 ,·.-L,1":t .. •' t,·.1n tu l::.,1,:; '. p:·(,rl·J.'1!: ,,,. ·, ur , ··i•l·1 ;,ci<l:,1_·•·.'1 (' "r•··•f~_,,Ht,, 1,1 ·OJ,t,ir' 1;:1,11-h.td lr1')·1·:,r ~, :~·'1 ,, . '. ' ' .. 1:it, ', .~ •. 'I,·,, Ill:' ~dl"I Ill '• •l• ·11! :-<[ •·.~t., There are many more way~ to contribute to a dean San Diego. G-et involved, meet new people, learn more about suitainability, and make a difference at CleanSO.org, On the Horizon for ILACSD Sloo, 1954, wo'l'e ltd the w,r towllds a zero w-, liner ftf, and tnmJllll«llily engqd San Oi@go County! El'efl with such• ltngthJ history, wt hM pltnty of siting plans on the horizon for II.A(Sl). ln2018, wo wl <ontioot ID wort digtndy toot• the beautiful, healthy, and dean San Difgo wo •IM.We wl ilWl'SI in our IJl'll!St assol. our rdtmt..n. tlvough the otatlon of a now l'Oluntffl dal.tlast. Tlil dalaba wl alow us lo better communlcat• and sem those who support us with their time and effort We wift commit tu breaking down b,rrter, to zero wtile living by conducting 900 dassloom p!fSfntations and community worohops to fducate and inform San Diego residents. Wt wiN grow ltl'enllt by spreading .. .,..,, about our mission and impact to cwtivate and earn e'tefJ dolar our supportffl chooSf to ill'lell On behalf of our Board of Ohecton and stall I wodd Ike to lhank you -our iOlunteers, our dooon, and our frie!1ds - for "-"PGr1ing ustt,s,past 63 years. Becausedyou, Wf a,e po!itionfdtoll!!POfld 1Dthetme1ging mormertal .-..dsol San otegoCllllnty and wth )'0Uf "4Jl)ort wow I comooe protect, trllara. and 1M a deanSanOitgo! STAFF Pauline Martinson Natalie Robtrts-DtCar11 Ann Hlrs<h MkhHI Johnson Morlah Saldana Emily Nelson Anais Roclrigutz Lauren Short 8t«a Kuntz Car1yltfft Nlkolu ltnnt4J ~iMlbamdlt BOARD OF DIRECTORS President Maytla Manasjan, City of Encinitas Vice President ;J; Risa Baron, San Oiego County Water Authority Treasurer ""ab Harrison, Hmison & As>0<iate, ~ecretary Mi,hatl Si•onstn, Republic Servim ~ (t,{a,µ,i,f,!A. btitSIIN Layah Wtlss MarilNIV..-== S-111M<Wty Met.nit Aztau, Well, Fargo Bank Drew Ital, Mitchell International WIHlam lur11tt, National University Clint CarntJ, telmedx Jell Caufttld, Caufield and James, LLP IIH Halnts, Community Volunteer Ja•it Inn, U.S. Bani lbr1na bH, Sony Eltctronics Michael Patt, RECON Environmenlitl Dtnlst Z. Price, The Clay Comp,1ny ltlth li99io, Slone Brewing Comp,1ny Adrun Sal~. SDG&E 1:Levea.ctean • 5am.,,1>i[!Ji' '"""' CleanSD.org • 619.291.0103 WasteFreeSD.org • 1.800.237.BLUE 2S08 H~tofic Dtcatur Rd., St,.150, San Oiogo, CA 92106 Donat• onllnt at CleanSD.org ~~:d~lmSD (D @@ @ 0 Prlnttd on recyc/td f1411" November 27, 2018 Item #6 Page 266 of 671 2017 ACCOMPt.t5HMENTS 2017 EXPENSES Programs Fundraising Management Total Expenses $1,023,044 $209,151 $171,215 $1,403,410 2017 REVENUE Corporate Government Individual Foundation Total Revenue $460,749 $789,531 $147,977 $79,128 $1,477,385 ~ Further details and complete financial report available at ~ CleanSD.org RECYCLING PROGRAMS I Love A Oean San Diego's wo waste database, WastefreeSO.org, ~ San Diego County's one-stop resource to help residents properly dispose of items that would otherwise end up in landfills. After undergoing a redesign, WastefreeSO.org Ull'leiled its fresh new look in April of 2017. The site expanded to include repair options, donation locations, and recyding centers fur commonly searched ittms. Wrth all the new features on WasttfreeSO.org, ILACSD hancled over 12,200 recyc.ling inquiries in 2017 from residents and businesses looking to recyde responsibly. EDUCATION PROGRAMS ILACSD's education team engaged nearly 33,000 youth and adults in conversations about their Influence on the environment through classroom presentations, zero waste business and community workshops, after-school programs, and more. Throughout 2017, ILACSD educators emphasized the importance of zero waste habits through lessons about avoiding single-use items, local watershed pollution, and the effects of waste on the climate. Over 900 students, ttachers, and volunteers joined forces at the 2017 K/4s' 0.-0., to iNustrate the impact that can be made when we all •come together"for oor environment. COMMUNITY PROGRAMS I Love A Clean San Diego empowers San Diegans to conserve, protect. and enhance the local environment and scenic outdoor spaces. 2017 proved to be another strong year ol action for our Community Programs !tarn. Over 31,000 voluntters rtmovtd nearly 400,000 pounds of debris throughout San Diego County at 260 cleanup events. On top of growing community rtach, the !tam also saw growth with the crtation ol a new Community Events Coonlinator position to better serve our volunteers. Top 10 Items Ogntte Butts 39% Plastic Pieces 16% Food Wrappffl 14% Straws, Stlmrs 10% Bottle Caps 6% C., l.lcls, Plllls,Utmslls 4% Plastic Bags 4% Biloons 3% Foam Pieces 2% Glass Pieces 2% November 27, 2018 Item #6 Page 267 of 671 PSA19-610CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental outreach related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Design and deliver educational presentations, workshops pertaining to environmental management programs B. Environmental management program compliance services C. Training, technical support for compliance with state and local government laws associated with environmental management programs. Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 268 of 671 EXHIBIT 8 -MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1. ILACSD Staff All Staff 2. ILACSD Flat Rate Educational All Staff Presentation for Students or Adults 3. 4. 5. 9. 10. SUB-CONSULTANTS NAME/FIRM TITLE 1. 2. 3. 9. 10. EXPENSES DESCRIPTION COST 1. Mileage Current Federal Rate 2. Black and white copies/printing .15/copy 3. Color copies/printing .35/copy 4. 5. - Master Agreement Consulting Services 1 of 24 10 PSA 19-610CA HOURLY RATE $67.50 $415.00 HOURLY RATE %MARKUP NA I NA NA Request for Qualification RFQ No.18-05 November 27, 2018 Item #6 Page 269 of 671 PSA 19-611 CA MASTER AGREEMENT FOR ENVIRONMENTAL OUTREACH AND SERVICES SOLANA CENTER FOR ENVIRONMENTAL INNOVATION is made and entered into as of the --~~~----day of -+-'-.,_,,,_-ld--'~'--'---½-l'o<:::....c:"----"~-' 2018, by and between the City of Carlsbad, a municipal cor oration, ("City"), and Solana Center for Environmental Innovation, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental outreach and services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental outreach and services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 270 of 671 PSA 19-611 CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior • to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 271 of 671 PSA 19-611 CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 272 of 671 PSA 19-611 CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 273 of 671 PSA 19-611 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jessica Toth Title Project Manager Address 137 N. El Camino Real Encinitas, CA 92024 Phone No. 760-436-7986 Email director@solanacenter.org Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[g] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 274 of 671 PSA 19-611 CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 275 of 671 PSA 19-611 CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 276 of 671 PSA 19-611 CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this ['3~ day of ;Jcftti~r , 2018. CONTRACTOR Solana Center for Environmental Innovation, a California Corporation By: /\lb~-3 ~"'o~~4, V? (print name/title) By: tJ t19 hY\ 5"i0ne_ta Trt'a~LLve.r (print name/ le) CITY OF CARLSBAD, a municipal corporation of the State of California By~r ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 277 of 671 PSA19-611CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental outreach and services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Design and deliver educational presentations, workshops pertaining to environmental management programs. B. Environmental management program compliance services. C. Training, technical support for compliance with state and local government laws associated with environmental management programs. Requests for work not listed above must be contracted under separate agreement City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 278 of 671 Solana Center for Environmental Innovation Response to Carlsbad RFQ 18-05 Discipline No. 8 -Environmental Outreach & Services Exhibit B -MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement SOLANA CENTER FOR ENVIRONMENTAL INNOVATION Role Hourly Rate Program Manager $175 Project Lead $150 Zero Waste Coordinator/ Researcher $115 Educator $100 Administrator $90 CENTER FOR ECOTECHNOLOGY {SUB-CONSULTANTS) Role Hourly Rate Program Manager $160 Program Operations Manager $160 Environmental Specialist $160 Program Specialist $160 EXPENSES Expense Item Cost PSA 19-611 CA Mileage $0.545/mile (standard government rate) Printing (only charged for signage & large out-of-house print jobs) CETTravel Expenses (assumes a 3-night stay and associated hard costs) Solana Cent~r for Environmentar Innovation · 137 N El Camino Real Encinitas, CA 92024 (760) 436-79i6 www.solanacenter.org 10 Printer cost+ 5% markup $1,500 per trip per individual November 27, 2018 Item #6 Page 279 of 671 California All-Purpose Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of San Diego On/l1--r7----,201B,beforeme,~/lJ:> -~DfC<> r. V~La.Cu ,a Notary Public, personally appeared _.._f_L_r_>_O_f'/ __ 13_1.-_o_k_t> ~P_o_o_7....__ Name(1t) of Signer(~ who proved to me on the basis of satisfactory evidence to be the person~) whose name(4 is/et'e' subscribed to the within instrument and acknowledged to me that hetshe/~ executed the same in.-l:H-s/her/tl-lerr authorized capacity(i@s) and that byJi.i.s/her/tftei:r signature(et on the instrument the person(4or the entity upon behalf of which the person(S,-acted, executed the instrument. -------------+-__ OPTIONAL ____________ _ Description of Attached Doc, 1ment TitleorTypeofDocument ~iG-/ctt'MC:Nt pi)/l ftv\t,'/t,.JtvfvlEtv.,.Jl,,, c(J,l(EkC// f-rJ!J Document Date: -Number of Pages (including this one)~ .Jt-£Vr 't t-'1/ Additional Information ----------------------- Capacity(ies) Claimed by Signer • Individual ~ Corporate Officer-Title(s) _________ _ •-Partner: Limited General • Attorney-in-Fact • Trustee • Guardian or Conservator • Other Signer is representing:> 0 i,, ;(_"" JJ-Cf Ir T != /1--p-,v 1- t;=fv v r Ao f-f (v._ ~ I" i J-l -;J:..rJv1v o v F-rf'O ;.1 Right Thumbprint of Signer I Right Thumbprint of Signer 2 November 27, 2018 Item #6 Page 280 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~~'Q(,~'§X:,-g;.'§X.,'Q(;,'Q<;,~'Q<;.'Q<;,~'Q<;.'Q<;,'Q(;.'®'Q(..'§<;.'Q(.'G<,~'g;,'@'Q<;.~~"Q<;.'Q<;.'Q<;.'@,.'@.;.'§<i..'§<;.'@.."@,'@;.-'Q(;,~~ STATE OF CALIFORNIA A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracv. or validity of that document. County of San Diego On October 5:1 Date 2018 before me, Ash Nickle, Notary Public Here Insert Name and Tille of the Officer personally appeared _ __.__~...._...t!\...,__tr_,1--1._~A.,_w""v1_5k""'. ~~ .... H~w=--.,.,.____,-,----,-~-,--,------------Name(s> of Signer(s) Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person~whose name(s) is/are subscribed to the within instrument and acknowledged to me that ootshe/they executed the same in 1-tisfher/thetr authorized capacity{tes-), and that by Ri-s/her/tbeir signature('sJon the instrument the person(s), or the entity upon behalf of which the persor,{s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. -----------OPTIONAL----------- Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document ~ TiUeorTypeofDocument 1/J~ J1;)_C Document Date: ____________________ Number of Pages:_ ..... Z> ...... ~----- Signer(s) Other Than Named Above: __________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ _ · 0 Individual 0 Corporate Officer -Title(s): ________ _ 0 Partner -0 Limited O General 0 Attorney in Fact 0 Trustee D Guardian or Conservator 0 Other: -------- Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: _____________ _ • Individual 0 Corporate Officer -Title(s):'----------- 0 Partner -0 Limited O General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator D Other: -------- Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here November 27, 2018 Item #6 Page 281 of 671 MASTER AGREEMENT FOR FINANCIAL SERVICES CAROLLO ENGINEERS, INC. PSA 19-567CA THIS AGREEMENT is made and entered into as of the 2~ day of t-, f o~::vYY\Ape(2,,=--2018, by and between the Carlsbad Municipal Water District, a Public ~gency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Carollo Engineers, Inc., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in financial services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to financial services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 282 of 671 PSA 19-567CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 283 of 671 PSA 19-567CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 284 of 671 PSA 19-567CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 285 of 671 PSA 19-567CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Jennifer Ivey Project Manager 2700 Ygnacio Valley Rd, Suite 300 Walnut Creek, CA 94598 925-932-1710 jivey@carollo.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 286 of 671 PSA 19-567CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 287 of 671 PSA 19-567CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 288 of 671 PSA 19-567CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Carollo Engineers, Inc., a Delaware corporation (sign here) · 5f". VP reffr~ w~-.~ A!)s6c. v P (print name/title) 1 CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of ~;rls; Jtdtf!__ ~'«arr. President ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By )Qtl-~ ' ~puty Genera~ el 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 289 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Cal#e(nia 7" County of ~t:,,u .1) rd I On & C/W~ lJ, I 2./)/ J-before me, ll a..,__,V ({2ru 'r: / /vo k-,z f ul, If' (insert name and title of the officer) I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my~ a Signature---------+---"-----(Seal) I a MARC,e" J~ FRANK 1 C'II COMM.# 2225756 -1 0 • ' NOTARY PUBLIC•CALll'ORNIAO 0 SAN DIEGO COUNTY 0 r My Commiaaion Expires I January 14, 2022 U ¥ 0 U ¥ ~ ¥ U U O ~ November 27, 2018 Item #6 Page 290 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ~ Countyof ~'J LJljO On br.kw l,(g I ?Al~ ' before me, ~t., l R-c-.., I::..; 1\,/o ~ ?,:,61, · (insert name and title of the officer) personally appeared __,,,c;.p-..;;;..._-=--~'----~--1-""""---'-+-+-+-------------,,,..,.-- who proved to me on t basis of satisfactory e idence to the person(s}-whose na i are subscribed to the within instrument and acknowle?~~ ~o me that&she/they executed the same in ~their authorized capacityfte'S), and that by ~/their signaturefsron the instrument the person.(.sj, or the entity upon behalf of which the person~acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS mun official seal. r••coooooe,-,o-,o- • MARCIE J. FRANK I N COMM.# 2225756 ~ 00 NOTARY PUklC•CAUl'0IINIAO SAN DIEGO COUNTY 0 t My Commlaalon Expire• N --• . .:·r::·z 1 :· 2:22• • 1 Signature _____________ _ (Seal) November 27, 2018 Item #6 Page 291 of 671 Engineers ... Wcr!<mg Wonders With 1/Vater" CERTIFICATION This is to certify that the undersigned, Michael W. Barnes, as Corporate Secretary and General Counsel for Carollo Engineers, Inc., is authorized to state and certify: That by corporate policy approved by the Board of Directors on 02/07/2011, James A. Meyerhofer, Senior Vice President, and Jeffrey A. Weishaar, Associate Vice President, are authorized to execute engineering service agreements for the usual and customary engineering business of the company. Dated: October 25, 2018 -----'---- /t;l __ __ Michael W. Barnes Corporate Secretary & General Counsel November 27, 2018 Item #6 Page 292 of 671 PSA 19-567CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment Apportionments B. Economic Analysis C. Feasibility Studies D. Grant Writing E. Rate Studies F. Reimbursement Payment Request Audits G. Special District Formation Studies I Engineering Reports Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 293 of 671 PSA 19-567CA Carollo Engineers, Inc., Financial Management Group 2018-2020 Billing Rate Schedule EXHIBIT 8-SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Jennifer Ivey Vice President $290 2. TDB Associate Vice President $250 3. Pierce Rossum Associate $210 4. Alexander Bugbee Senior Analyst $180 5. Mark Panny, Kevin Tice Lead Analyst $165 6. Bridgette Bennett, Kim Lightner Analyst $145 7. TBD Administrative $115 SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. 2. 3. 9. 10. EXPENSES DESCRIPTION COST %MARKUP 1. 2. 3. 4. 5. Master Agreement Consulting Services 10 Request for Qualification RFQ No.18-05 November 27, 2018 Item #6 Page 294 of 671 MASTER AGREEMENT FOR FINANCIAL SERVICES WILLDAN FINANCIAL SERVICES PSA 19-568CA THIS AGREEMENT is made and entered into as of the 2~ day of \'Jt:>J-e.W\['Qet2----, 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Willdan Financial Services, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in financial services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to financial services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 295 of 671 PSA 19-568CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand ($150,000) dollars per Agreement term. Fees will be paid on a project- by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 296 of 671 PSA 19-568CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 297 of 671 PSA 19-568CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 298 of 671 PSA 19-568CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Robert Quaid Title Project Manager 27368 Via I ndustria Address Suite 200 Temecula, CA 92590 Phone No. 951-587-3500 Email Bquaid@Willdan.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[K] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 299 of 671 PSA 19-568CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 300 of 671 PSA 19-568CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 301 of 671 PSA 19-568CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_ ..... 8..._th _____ day of _........,.O .... ct=o~be=r ______ , 2018. CONTRACTOR Willdan Financial Services, a California corporation By: Mark Risco President (print name/title) (sign here) Rebekah Smith, Assistant Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney svi)Rl w=' Deputy City A orney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 302 of 671 PSA 19-568CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of financial service related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment apportionments B. Economic analysis C. Feasibility studies D. Grant writing E. Rate studies F. Reimbursement payment request audits G. Special district formation studies and engineering reports Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 303 of 671 City of Carlsbad PSA 19-568CA Rate Schedule The following presents Willdan's current hourly rates. These rates shall remain firm for the entire duration of the three (3)-year agreement term. Willdan will not require the assistance of a subconsultant in order to complete the Financial Services identified herein. Name Chris Fisher James Edison Jim McGuire Robert Quaid, CPA Stacee Reynolds Susana Hernandez Mike Medve Description Mileage Copy Services Postage Travel Expenses Maps Electronic data provided from the County and/or other applicable resources .._ A. / COMPREHENSIVE. ·-vy INNOVATIVE. TRUSTED. STAFF Title Hourly Rate Vice President, Group Manager $250.00 Managing Principal $240.00 Principal Consultant $200.00 Principal Consultant $200.00 Senior Project Manager $165.00 Project Manager $145.00 Project Manager $165.00 Senior Analyst $125.00 Analyst $110.00 EXPENSES Cost % Markup Current prevailing federal rate None 6¢ per copy None Actual cost None Actual cost None Actual cost None Actual cost None 10 Master Agreement Consulting Services Statement of Qualifications to Provide Financial Services November 27, 2018 Item #6 Page 304 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California--1?! _,..., _/ ) County of /( / 1/ll..JJ]dR/ ) On f!J/J/im,B before me, /V/M~6,,J1J/Ml/fo, ~'!?61,~. Date , __I/ ~ 9J!i!tsert Name and Title o/)he O icer personally appeared ft./auv "Jl;i teph JQifC-/) I ftbt-Kd/z ~mifit Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············1 NANCY CASTELLANOS :@.,. Notary P. ublic -California : l Riverside County > t .. Commission# 2217170 f w O My :!"1':}:res_oci z 2021 w Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________________________ _ Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ I~ I Corporate Officer -Title{s): ______ _ • Corporate Officer -Title(s): ______ _ [l Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact [l Individual • Attorney in Fact l~ Trustee • Guardian or Conservator • Trustee • Guardian or Conservator cJ Other: ______________ _ • Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 305 of 671 MASTER AGREEMENT FOR GEOTECHNICAL SERVICES GROUP DEL TA CONSULTANTS, INC. PSA 19-570CA THIS AGREEMENT is made and entered into as of the 20th day of N (),r€vo~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Group Delta Consultants, Inc., a California corporation, hereinafter referred to as "Contractor." RECIJALS A. The City requires the professional services of a consulting firm that is experienced in geotechnical services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to geotechnical services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. SJANQARQ OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. ~ The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS ANQ COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 306 of 671 PSA 19-570CA 5. coMpEN§AJION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INPEMNIFICAJION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 307 of 671 PSA 19-570CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 308 of 671 PSA 19-570CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LJCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of pocUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYBIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 309 of 671 PSA 19-570CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Rob Stroop Title Project Manager 9245 Activity Road Address Suite 103 San Diego, CA 92106 Phone No. 858-536-1000 Email robs@groupdelta.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONfUCT PE INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesOO No D 17. GENERAL coMpUANCE WIJH LAW§ Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. Pl§GBININATION ANP HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. PISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 310 of 671 PSA 19-570CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS ANP LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 311 of 671 PSA 19-570CA 23. JURISDICIIQN AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. succESSQRS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENJIBE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pueuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 312 of 671 PSA 19-570CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this c5 T"-day of oc1'o '6-t,r , 2018. CONTRACTOR Group Delta Consultants, Inc., a C · Ia corporation By: (sign here) NI l-C--1-1 I(_.~ se1 rctlN~ PI\-T,JA-- (print name/title) S~CIZE.TPtll"f CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Groyp A Chairman, President, or Vice-President Groyp B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:@~ Deputy City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 313 of 671 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On De. r. J 2,.;(J Ii before me, Frank Matsumoto, Notary personally appeared 21/8f/ GffAL'!'/,Ar/ A~ IV/kH,[A U/L"IClvjl'AfM4 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ~~ FRANK MATSUMOTO~ WITNESS my hand and official seal. COMM ... 2094343 l1 NOT ARV PUBLIC-CALIFORNIA -1 ORANGE COUNTY ul Signature~~~~!!::====-------:,;;;;::---------- My Tenn Exp. Jan. 15, 2019 J (Seal) -----------OPTIONAL INFORMATION----------- Although the information in this section is not required bylaw, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of _______________ _ containing ___ pages, and dated _________ _ The signer(s) capacity or authority is/are as: D lndividual(s) D Attorney-in-Fact D Corporate Officer(s) -------~r=i,ie~(s~i ------- D Guardian/conservator D Partner -Limited/General D Trustee(s) D Other: ___________________ _ representing:---~~~--~~----------Name(sl of Person(s) or Entity(ies) Signer is Representing Additional Information Method of Signer Identification Proved to me on the basis of satisfactory evidence: Lo form(s) of identification O credible witness(es) Notarial event is detailed in notary journal on: Page# ___ Entry# __ Notary contact: _________ _ Other D Additional Signer(s) 0Signer(s) Thumbprint(s) •-------------- November 27, 2018 Item #6 Page 314 of 671 PSA 19-570CA EXHIBIT "A" scopE OF SERVICES Perform a variety of geotechnical services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Geotechnical investigations. B. Hazardous Material Evaluations. C. Materials testing. Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 315 of 671 A GR.LlUP DEL TA PSA 19-570CA Group Delta Consultants, Inc. Prevailing Wage Schedule of Fees 2018 HOURLY CHARGES FOR PERSONNEL PROFESSIONAL SERVICES Principal ..........•................................•........•..............•.................................................................. $235 Associate ..................................................................................................................................... $200 Senior .......................................................................................................................................... $185 Project ......................................................................................................................................... $165 Senior Staff .•....•............•••..•......•....•........................................•.................•....••.•.....•....•.••.••.••...••• $155 Staff ............................................................................................................................................. $140 Designer/ Illustrator /AutoCAD .................................................................................................. $100 TESTING & INSPECTION SERVICES Laboratory Technician ....•..................•....................•.........................................•.•.•.......•.••••••.•••••... $75 Concrete lnspector ...............................................................................•........•..•............................ $95 Shotcrete lnspector ....................................................................................................................... $95 PT Strand Inspector ....................................................................... , ..........................•.................... $95 Masonry Inspector ........................................................................................................................ $95 Drilled in Anchor Inspector .•..•.••....•..............•....•..•..............•..•....•••••.....•..............•..••....••••.•.....•.•• $95 AWS/CWI QC-1 •...............................................•.......................•...•....................•.......•.................. $105 Structural Steel Welding & Bolting Inspector .••.••.. : ...................................................................... $95 Structural Steel Shop lnspector ..........•..•....•..............................•..........•...........•.......•.....•..........•... $95 Fireproofing Inspector ..............•.......•........•....•..•..•.••..........•...•...••.•.•...••.....•....•.....•....•.••.•••.•....•.•. $95 Wood Frame/Shear lnspector ...•.......•...........................................................•........•.•...•.•..........•.•. $95 Soils Technician ............................................................................................................................. $95 Asphalt Technician ..••.•..............................................•......................•.•.••.•..•..•.•.•.••..•..................... $95 Concrete Sampling Technician ···················-·················································································$95 Batch Plant Technician/Inspector ................................................................................................. $95 SPECIALTY TESTING SERVICES (rates include equipment charges) TIie/Brick Shear Testing, Two Man Crew ......................................................... : .......................... $350 TIie/Substrate Pull Testing, Two Man Crew ........•............................................•....•...................•. $250 Coring .......................................................................................................................................... $290 UT/MT Non-Destructive Testing (Level ll) ........................................................................•..••.•.•.• $120 Fireproofing Adhesion Testing ...................................................................................................... $95 Pachometer Survey ..................................................................................................................... $195 Torque/Pull Testing of Anchors & Bolts ........................................................................................ $95 Rebar/Strand Tag & Sample ...........•......................................................•..........•............................ $95 Utility Potholing ........................................................................................................................ Quote Moisture Emission Testing ...•..........•...........................•..•......•...............•.....•....•...•••.•.....•............ $120 Sample Pickup (hr.) ....................................................................................................................... $55 BASIS OF CHARGES Minimum Charges (Field Services) 2-Hour Minimum: .............•...•.•...........•••...••••••..•••••••.•................................. Show-Up Cancellation, no work performed 4-Hour Minimum: ............................................................................................................. 1-4 hours of work performed 8-Hour Minimum: ......................•..•.............................................................................. over 4 hours of work performed Pagel 10 November 27, 2018 Item #6 Page 316 of 671 PSA 19-570CA Group Delta Consultants, Inc. Prevailing Wage Schedule of Fees 2018 Regular Time The first .8 hours worked Monday through Friday between 5:00 am and.S:00 pm. In the event that project related equipment is required to be transported to and from the project site, other than hand tools; the time required to do so shall be considered hours worked and will be billed as such. Premium Charges Shift Differential, shifts starting after 5:00 pm or before 5:00 am (requires 48 hr. notice): ............... $2/Hr. Additional Over 8 hrs. on weekdays, up to 8 hrs. on saturdays: .......................................................................... 1.5 x Hourly Rate Over 12 hrs. on weekdays, over 8 hrs. on Saturdays, Sunday, Holiday: .............................................. 2.0 x Hourly Rate Prevailing Wage Annual Increases Prevailing Wage hourly rates will be increased in accordance with Department of Industrial Relations Prevailing Wage Determination guidelines as predetermined increases take effect. Travel and Per Diem Travel time will be charged at the base hourly rate of $65. Multi-day projects requiring overnight accommodations will be subject to Daily Per Diem charge. Mileage (per current IRS rate): ..................................................................................................................... $54.5/mile Per Diem (meals/lodging) ............................................................................................................................. $150/day Pickups Sample pickups occurring after hours or on weekends to comply with ASTM standards (required to be transported to the final curing location within 48 hours of casting) may be subject to premium charges (overtime). Rush Charges For Laboratory Services Expedited turnaround is available for some tests at the following premiums above list price. Same day service ................................................................................................................. 100% based on availability 1 day turnaround ................................................................................................................... · ................................. 80% 2 day turnaround ........................................................... · .......................................................................... · .............. 60% 3 day turnaround ..................................................................................................................................................... 40% 4 day turnaround ..................................................................................................................................................... 2S% Charges for Subcontracted Services Outside Services/Subconsultants/Subcontractors: .................................................................................. Cost Plus 10% Reimbursable Expenses Parking, air fare, car rental, food and lodging, etc.: ................................................................................. Cost Plus 10% Equipment/Supply Charges Refraction Seismograph .......................................................................................... ; .................................... $2,000/day Inclinometer Monitor ............................................................................................................................................ Quote Hazardous Gas Safety Monitor ............................................................................................................................ $25/hr. Pneumatic Piezometer/Settlement Monitor ......................................................................................................... Quote Photo Ionization Detector ................................................................................................................................... $35/hr. Mil Thickness Gauge ............................................................................................................................................ $20/hr. Nuclear Density Gauge .......................................................................................................................................... $5/hr. Skidmore .......................................................................................................................................................... $150/day Moisture Vapor Emission Test Kit ....................................................................................................................... $65/ea. A C:.iRCUP DELTA Page 2 11 November 27, 2018 Item #6 Page 317 of 671 PSA 19-570CA Group Delta Consultants, Inc. Prevailing Wage Schedule of Fees 2018 LABORATORY TESTING [unit cost) SOIL AND ROCK TESTS CLASSIFICATION AND INDEX TESTS: Atterberg Limits, Plasticity Index (ASTM D4318) .................... $165 Non Plastic •....••...........••.......................................... $115 Moisture Content (ASTM 02216) ............................................. $30 Sieve Analysis% Passing #200 Sieve (ASTM D1140) ................. $60 Sieve Analysis w/o Hydrometer (ASTM D422) ........................ $120 Sieve Analysis w/ Hydrometer (ASTM 0422) .......................... $210 pH of Soil (CTM 643) ........... , ....................... ·-······················· ... $45 Soil Resistivity (CTM 643) ..................................•....................... $90 Soluble Sulfate (CTM 417) ........................................................ $45 Soil Chloride Content (CTM 422) .............................................. $65 Corrosivity Series; Sulfate, Chloride, pH, Resistivity (CTM643, 417, 422) ................................................ $245 Specific Gravity of Soil (ASTM D854) ....................•................. $120 Unit Weight/Moisture Content, wax (ASTM D2937) ................ $45 Unit Weight/Moisture Content, Shelby tube (ASTM D2937) ....................................... $65 Unit Weight/Moisture Content, ring sample (ASTM D2937) ....................................... $25 STRENGTH TESTS: Direct Shear, Residual (ASTM D3080) ..................................... $800 Direct Shear, Consolidated (ASTM 03080) ............................. $265 Direct Shear, Consolidated (ASTM D3080), Remolded ........... $330 R-Value, (ASTM D2844, CTM 301) ..•..•....•.........•..................... $330 R-Value, Lime Treated in Lab (ASTM D2844, CTM 301) .......... $390 R-Value, Aggregate Base (ASTM D2844, CTM 301) ................. $375 Califomia Bearing Ratio (D1883) ................................................. $800 Torsional Ring Shear (ASTM 07608} ....................................... $780 Vane Shear Test (ASTM 04648) ................................................ $45 Unconfined Compression (ASTM 02166) ............................... $175 VOLUMETRIC CHANGE: Consolidation Test (ASTM D2435), w/otime rate .................. $265 Consolidation Test (ASTM 02435), w/ time rate .................... $350 Consolidation Test (ASTM 02435), single point ...................... $145 Free Swell ............................................................................... $235 Double Oedometer ................................................................. $395 Expansion Index (ASTM 04829} ................................................ $90 Response to Wetting (ASTM D4546) ...................................... $105 Soil Suction (ASTM D5298) ................................................... Quote PERMEABILITY: Permeability of Granular Soil (ASTM 02434) ................... _ .. Quote !~ ~ GR.CUP DELTA SOIL AND ROCK TESTS COMPAcnON: Maximum Density and Optimum Moisture (ASTM 01557) 4» Mold ................................................................... $220 4n with rock correction .............................................. $235 6N Mold ................................................................... $250 6n with rock correction ................................................ $265 Maximum Density Check Point (ASTM D1557) ........................ $60 Moisture Density of Soll-Cement Mixtures (ASTM D558) ....... Quote California Impact Compaction, test only (CTM 216) .............. $200 AGGREGATE/SUBGRADE: Abrasion Test (ASTM Cl31/C535) 100 and 500 Revs ..................................................... $250 500 & 1000 Revs .............................................................. $275 200 and 1000 Rev ..................................................... $275 500 revs only ............................................................... $125 1000 revs only ................................................................. $150 Clay Lumps/Friable Particles (ASTM C142) ............................... $120 Durability Index, Coarse (ASTM 03744/CTM229) .................... $135 Durability Index, Fine (ASTM 03744/CTM229) ........................ $115 Durability Index, Coarse & Fine (ASTM D3744/CTM229).., ...... ..$2S0 Organic Impurities (ASTM C40) .................................................. $80 Percent Fractured Aggregate (ASTM D5821) per sieve size ....... $30 Fine Aggregate Angularity (ASTM C1252) ................................ $200 Sand Equivalent (ASTM 02419) ................................................ $115 Sieve Analysis (ASTM C136) fine aggregate ........................................................... $120 coarse aggregate ..................................... , ................ $105 Specific Gravity and Absorption: fine aggregate {ASTM C128) ..................................... $165 coarse aggregate (ASTM Cl27) ................................ $105 Sulfate Soundness (ASTM C88) per sieve size .......................... $150 Cleanness Value (CTM 227) ...................................................... $145 Flat & Elongated Particles, (ASTM 04791) Per Screen Size .................................. $30 Unit ~eight of Aggregate, loose/dry rod (ASTM C29) ............... $80 SAMPLE PREPARATION Sample preparation such as hand-cutting of samples, extraction fr-om samplers, processing, and mixing of stabilized soils wlll be charged in addition to the individual test at the Engineering Technician hourly rate ........................................................................................... $85 Page3 12 November 27, 2018 Item #6 Page 318 of 671 PSA 19-570CA Group Delta Consultants, Inc. Prevailing Wage Schedule of Fees 2018 LABORATORY TESTING, CONTINUED (unit cost) CONSTRUCTION MATERIALS ASPHALT CONCRETE: Bulk Specific Gravity of Core, Coated (CTM 308, ASTM D1188) ................................ $40 Hveem Unit Weight (CTM 304/308), set of 3 ·······-· ................. $235 Hveem Unit Weight (ASTM D2726), set of 2 ·········-·················$190 Stabilometer /Hveem set of 2 (ASTM1560) ·············-··············$335 Stabllometer /Hveem set of 3 (CTM 366) ................................ $360 Stabilometer Value Only, set of 3 without Unit Weight {CTM 366) •.••. ___ ... _ ..................................... -.. -.$270 Bulk Sp. Gravity (Rice) (ASTM 02041) ....................................... $160 Bulk Sp. Gravity (Rice) (CT309) ................................................... $80 Asphalt ConcreteJMF Vertfication ........................ -............... Quote Marshall Unit Weight (ASTM D1559), 3 plug average .............. $225 Marshall Stability/Flow (ASTM D1560), set .......... -................. $285 Percent Bitumen {CTM 382) ..................................................... $125 Percent Bitumen & Gradation of Extracted Sample (CTM 382/202) ............................ $240 Film Stripping (CTM 302) ......................................................... $235 HMA Moisture Content (CTM 371) ............................................. $40 Ignition Oven Correction Factor Aggregate and ~ii ...................................................... $780 Ignition Oven Correction Factor Aggregate and oil w/ RAP ..................... -................. $900 Hveem AC Mix Design ............................................................. Quote Marshall AC Mix Design ....................................... ·-···············Quote Tensile Strength Ratio (TSR) ......................................................... Quote REINFORCED CONCRETE TESTS: Compressive Strength, per cylinder (ASTM C39) .................... $35 Compressive Strength, per core (ASTM C39/42) .................... $65 Flexural Strength, 6x6xl8 beam (ASTM C78) ••..•••. -............... $90 Compressive Strength, Shotcrete Panel, Set of 3 (ASTM C39/42) ......................... ·-·················$330 Compressive S1:rength of Shotc:re-te, per core .......•..................•.. $65 Removal of Shotcrete Cores, In Lab, each ············-···················$80 Compressive Strength, Light Weight Concrete Fill ..................... $35 Compressive Strength, Soil Cement················-·•-·······-··············· $40 Dryir1g Shrinkage, 3 specimens, 28-day ............... : ................ ·-····· $375 ~ GROUP OEL T .A 13 Modulus of Elasticity (ASTM C469) •............•...•••.......•......•....•.•. $22S CONSTRUCTION MATERIALS REINFORCED CONCRITT TESTS: {cont.) Tensile Strength, Splitting {ASTM C496) ..•.••.•.......•.....•••. $100 Petrographic Analysis of C~mentitious Mat. •••••............ Quote Cement Content Analysis of Cone. (ASTM C1084) ........ Quote Coefficient of Thermal Expansion. ··········-····················O.uote Concrete Trial Batch w/ lab testing •....•...•...............•••.•• Quote STRUCTURAL MASONRY: Compressive Strength Prism, All Sizes, each ..................... $120 Compressive Strength of Masonry Block, Set of 3 (ASTM C140) ...................................... $360 Linear Shrinkage of Masonry Blk., set of 3 (ASTM C426) $330 Shear Test of Masonry Cores, 6" (DSA) ........................... $100 Compressive Strength of Masonry Cores, 6" .................... $65 Dimensions of Masonry Block, Set of 3 (ASTM C140) ....•.. $60 Absorption of Masonry Block (ASTM C140), Set of 3 ............................................................................ $125 Unit Weight of Masonry Block (ASTM C140), Set of 3 ................ _ ...... ,········· .. •••• ................................... $100 Moisture Content of Masonry Block (ASTM C140), Set of 3 ··•······•·· ....................................... -...................... s100 Mortar Compressive Strength 2x4, per cylinder (UBC STD 21-161 .................................... S45 Grout Compressive Strength 2.x2x2, percube(ASTM Cl09) ........................................... $35 3x3x6, per cube (USC STD 21-18) ..................................... $65 Brick Compressive Strength, 5 brick set (ASTM C67) ...... $265 Brick Absorption Test (ASTM C67) 5 or 24-hour submersion, 5 brick set .............................. $265 1, 2, or S-hour boiling, S brick set ..........••.•••......•..•.•...•... $265 Efflorescence, Brick, 5 brick set (ASTM C67) ................... $264 Modulus of Rupture, 5 brick set (ASTM C67) .................. $190 Moisture As-Received, 5 brick set (ASTM C67) ....•....•..... $164 Saturation Coefficient/Absorption, 5 brick $et (requires 24 hr. Submersion and 5 hr. boil Absorption test prior to calculation) ................................................ $130 Page4 November 27, 2018 Item #6 Page 319 of 671 PSA 19-570CA Group Delta Consultants, Inc. Prevailing Wage Schedule of Fees 2018 LABORATORY TESTING, CONTINUED (unit cost) CONSTRUCTION MATERIALS STRUCTURAL STEEL: High Strength Bolt Testing (ASTM F606) Hardness, bolt, washer, or nut, each .•••••.•........•... $25 Bolt Wedge Tensile, each ....................................... $75 Bolt Proof Load, each ............................................. $60 Nut Proof Load, each .................................... -...... $50 Bolt Assembly Tes,; Series, Set of 3 ...................... $780 Set-Up, lf less than three bolts are submitted ....................... $80 Rebar, Tensile Test (ASTM A370) No. 3 bar to No. 14 bar .......................................... $75 No. 18 bar ................. -........................................ $200 Rebar, Bend Test (ASTM A370) ....................... : ...................... $55 Welded Rebar -Hoops (CTM 670) ............................... _ ...... $75 Mechanically Spliced (CTM 670) No. 3 bar to No.14 bar ........................................ $100 No.18 bar ............................................................ $200 Slippage Test in Addition to Tensile, each .........•... $75 Structural Steel, Tensile Test (ASTM A370) 100k or less .......... ·-·········· .................................... $85 101k-200k ............................................................ $105 . A ER.CUP OEL TA STRUCTURAL STEEL: (cont.) Structural Steel, Bend Test ....................................... -._ ....... $75 Structural Steel, Pipe Flattening Test ..................................... $60 Seven Wire Strand, Tensile/MOE (ASTM A416) ................... $230 Seven Wire Strand, Tensile Only (ASTM A416) .................... $155 Machining and Prep. of Structural Steel ............................ Quote Structural Steel Chemical Analysis ..................................... Quote Skidmore Bolt Calibration, In Lab ......................................... $160 Weld Procedure Qualification Test, Rebar ........... _ ............. $325 Welder Qualification Test, Rebar ......................................... $175 Weld Procedure Qualification Test ...................................... $37S Welder Qualification Test .............................. ;··-·············--Quote Carbon Equivalent ................................................................ $130 Carbon Equivalent, lnduding calculation •••••• -·-····· ............. $200 Macroetch Test of Welds ....................................................... $90 Nelson Stud Tensile {ASTM A370) ...................................... Quote Charpy Impact Testing ........................................................ Quote FIREPROOANG: Spray-Applied Fireproofing, Density (ASTM E605) Oven-Dry Method ................................. ·-··············--····· .. $60 Displacement Method ...................................................... $75 Pages 14 November 27, 2018 Item #6 Page 320 of 671 PSA 19-571 CA MASTER AGREEMENT FOR GEOTECHNICAL SERVICES NINYO & MOORE GEOTECHNICAL AND ENVIRONMENTAL SCIENCES CONSULTANTS THIS AGREE~ENT is made and entered into as of the C2-Sth day of f\,j (}.JC,VV\~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"}, Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in geotechnical services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to geotechnical services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE Of WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. SJANQARP Of PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. ~ The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS ANO COMPLEJlON The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 321 of 671 PSA19-571CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS Of CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INPEMNlflCATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 322 of 671 PSA 19-571 CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 1 o. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 323 of 671 PSA 19-571 CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 324 of 671 PSA 19-571 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jeffrey T. Kent Title Project Manager Address 5710 Ruffin Road San Diego, CA 92123 Phone No. 858-576-1000 Email jkent@ninyoandmoore.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONfUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 No D 17. GENERAL COMPUANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBIJEP Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 325 of 671 PSA 19-571 CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 326 of 671 PSA 19-571 CA 23. JURISQICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. succEssoRs AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. eusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 327 of 671 PSA19-571CA 27. AUTHOBIIX The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a California corporation By~~ (signh~ Avram Ninyo, PE, GE/ President (print name/title) (sign here) Elaine 0. Autus I Assistant Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Groyp A Chairman, President, or Vice-President Groyp 6 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY mCtA~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 328 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Calitprnia f); a4 County of :)Ctn ~ ) On ID/!? Inc before me, ~r~vft I ,4,0 /"'..£, p--4_ h/ii::., Date Here Ins Name and Tit/ f the Officer personally appeared /lv-12J.,fo1 ,,,Uin'jo <1t-xcJ cJC{; M Q. ik.Ju,? Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ·· _,:.-,,s,,,-::<V'tr:O e P a oev, e ?: A e e • •~ : ,, _ • DONNA MADRIGAL -_ ;Q~-, Commlssio~ # 2103634 £ ·: ::,;;_/ :-;;;_.(~,-Not:ry Pu_bl1c -Cal1forn1a 5; , \ \~~t;,;.)/ San Diego County ;::; •-.,'i::)J_,'5/ My Comm. Expires Mar 17, 2019 [~ -~~~~......,.,....,.,.,..~ Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------oPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Corporate Officer -Title(s): ______ _ 1 I Partner -U Limited [ I General 1 Individual i i Trustee [J Attorney in Fact [ l Guardian or Conservator I~ Other: ______________ _ Signer Is Representing: _________ _ Signer's Name: ____________ _ i ! Corporate Officer -Title(s): ______ _ I I Partner -n Limited [] General I J Individual C Attorney in Fact l I Trustee • Guardian or Conservator 1·1 Other: ______________ _ Signer Is Representing: _________ _ ~'g(;.~~~~·~;,(;g;.~'Q(,~~~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 329 of 671 PSA 19-571 CA EXHIBIT "A" scopE Of SERVICES Perform a variety of geotechnical services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Geotechnical investigations B. Hazardous Material Evaluations C. Materials testing Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 330 of 671 Exhibit B STAFF ---' 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. Master Agreement Rate Schedule Prices valid through December 1, 2021 ----~ ~-----------------~----------- Name Titte Jeffrey T. Kent Principal Engineer Gregory Farrand Principal Geologist Kenneth Mansir, Jr. Principal Engineer Mark Cuthbert Principal Engineer Ronald Halbert Principal Engineer Steve Beck Principal Environmental Geologist Stephen Waide Principal Environmental Scientist William Morrison Senior Engineer Madan Chirumalla Senior Engineer Todd Schmitz Senior Project Geologist Nicolas Carpenter Senior Project Environmental Scientist Kai Vedenoja Senior Project Engineer Christina Tretinjak Senior Project Geologist Gabriel Smith Project Engineer Nissa Morton Project Geologist Brian Matusek I Senior Staff Geologist Peter Nowicki Special Inspector Mitch Clements Special Inspector Julio Guzman Special Inspector/Field Technician Timothy Timmenman Special Inspector/Field Technician Daniel Lindsay Special Inspector/Field Technician Mike Laurenzano Special Inspector/Field Technician Patrick Simmons Special Inspector/Field Technician Eric Bryan Field Technician James Contino Field Technician Mark Maccarthy Field Technician Mario Palacios Field Technician Bryan Johnson Field Technician Zachary Hansen Field Technician Alex Gutierrez Field Technician Darin Vojtaskovic Laboratory Technician Shawn Spencer Laboratory Technician Aaron Frederick Laboratory Technician Alfredo Tapia Laboratory Technician EXPENSES p------------------------DescriptiOfl, Cost Subcontractor and Expense 2. See attached laboratory fees Pertest 3. See attached other charges Per attached PSA 19-571 CA ------- HoerlyRate $178.00 $178.0 $178.00 $178.0 $178.00 ' $178.0 $178.00 $168.00 $168.00 $163.00 $163.00 $163.00 $163.00I $156.00 $156.00 $142.0( $98.00 $98.00 $98.00 $98.00 $98.0C $98.00 $98.0( $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 ---%Markup, 101/c 0 For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday construction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal construction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 24 hours. Field Technician rates are based on a 4-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8-hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on accounts not paid within 30 days. Ninyo & Moore I City of Carlsbad Discipline No. 10: Geotechnical Services RFQ 18-05 / P02-01338 I June 22, 201 "! C11 PW 10 November 27, 2018 Item #6 Page 331 of 671 PSA19-571CA 2018 Schedule of Fees for Laboratory Testing LabtJ~ojy Test;T~. ~-,-;--~--n., ~ Price· Per· Test · ---· · · --~-: SOILS CONCRETE AltemefJl Lini1s, D 4318, CT 204 $ 170 Compression Tests, 6x12 Cylinder, C 39 $ 30 Callomia Bearilg Ratio (CBR), D 1883 $ 550 Concrete Mx Design Review, Job Spec $ 180 Chlo!ide and Sulfate Cootent, CT417 & CT422 $ 175 Concre1e Mx Design, per Trial Balm, 6 cyinder, ACI $ 850 Consoidation, D 2435, CT 219 $ 300 Concrete Cores, Compression (excludes sampfr1g), C 42 $ 60 Consoidation, Hydro-Collapse onty, D 2435 .. -·····-········· ....................... $ 150 Drying Shrinkage, C 157 $ 400 Consolidation -nme Rate, D 2435, CT 219 $ 75 Flexural Test, C 78 $ 75 Direct Shear-Remolded, D 3080 $ 350 Flexural Test, C 293 $ 75 Direct Shear-Undisturbed, D 3080 $ 300 ~~-CTill $ ~ Durabiity Index, CT 229 $ 175 GunitB/Shotcrets, Panels, 3 cut cores per panel and tes~ ACI $ 275 Expansion Index, D 4829, IBC 18-3 $ 190 Jabsite Testing Laboratory Quote Expansion Potential (Method A), D 4546 $ 170 UghtweiJht Concrete Fill, Compression, C 495 $ 50 Geofabric Tensile and Elongation Test, D 4632 $ 200 Petrographic Analysis, C 856 $ 2,000 Hydraulic Conductivity, D 5084 $ 350 Restrai'led Expansion of Shrinkage Compensation $ 450 Hydrometer Analysis, D 422, CT 203 $ 220 Spli!ing Tensile Strength, C 496 $ 100 Moisture, Ash, & Organic Matter of Peat/Organic Soiis $ 120 3x6 Grout, (CLSM), C 39 $ 45 Moisture0nly,D2216,CT226 $ JS 2x2x2 Non-Shrink Grout, C 109 $ 45 Moisture and Density, D 2937 $ 45 Penneabiily, CH, D 2434, CT 220 $ 300 ASPHALT CONCRETE pH and Resistivity, CT64J $ 175 Air Voids, T 269 $ 75 Proctor Density 01557, D 698, CT 216, AASHTO T-180 $ 220 Asphalt M'IX Design. Caltrans (l'lCI. Aggregate Quaity) $ 4,500 Proctor Density wi1h Rock Correction D 1557 $ 340 Asphalt Mix Design Review, Job Spec $ 180 R-value, D 2844, CT 301 $ 325 Dust Proportioning, CT LP-4 $ 75 Sand Equivalent, D 2419, CT217 $ 125 Extraction, %Asphal~ incklding Gradciion, D 2172, CT 382 $ 250 Sieve Analysis, D 422, CT202 $ 145 Exlractfon, %Asphalt without Gradation, D 2172, CT 382 .. _ ............. -..... $ 150 SieveAnaysis. 200Wash, D 1140, CT202 $ 100 Am Stripping, CT 302 $ 120 Specific Gravity, D 854 $ 125 Hveem Stability and UnitWei;JhtD 1560, T246, CT366 $ 225 Thermal Resistivity (ASTM 5334, IEEE 442) $ 925 Marshall Stabiily, Flow and Unit Weight T 245 $ 240 Triaxial Shear, C.D, D 4767, T '297 $ 450 Maximum Theoretical Unit Weight, D 2041, CT 309 $ 150 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt $ 400 Moisture Content, CT 370 $ 85 TriaxialShear,C.U., w/o paelJl!SSUre, D4767, T2'297per~ $ 250 Moisture Susceptt,Hily and Tensile Stress Ratio, T 238, CT 371 $ 1,000 Triaxial Shear, U.U., D 2850 $ 180 SlunyWetTrackAbrasion, D 3910 $ 150 Unconfined Compression, D 2166, T 208 $ 130 ~. Asphalt Mix Verification (incl. Aggregate Quality) $ 4,900 Superpave, Gyratory Unit wt, T 312 $ 100 MASONRY Superpave, Hamburg 'Mleel, 20,000 passes, T 324 $1,000 Brick Absorption, 24-hoursubmeision, 5-hrboiing, 7-day, C 67 $ 70 Unit Weight sample or core, D 2726, CT 308 $ 100 Brick Compression Test, C 67 $ 55 Voids in Wineral Aggregate, (VM4.) CT LP-2 $ 75 Brick Efflorescence, C 67 $ 55 Voids filled with ASphat, (VFA) CT LP-3 $ 75 Brick Modtius of Rupture, C 67 $ 50 Wax Density, D 1188 $ 100 Brick Moisture as received, C 67 $ 45 Brick Saturation Coeflicien~ C 67 $ 60 AGGREGATES Concre1e Block Compression Test, 8x8x16, C 140 $ 70 aay Lumps and Friable Particles, C 142 $ 180 Concrete Block Conformance PackalJe, C 90 $ 500 Cleanness Value, CT 227 $ 180 Concrete Block Linear Shririlage, C 426 $ 200 Crushed Particles, CT205 $ 175 Concrete Block Unit Weig ht and Absorption, C 140 $ 70 Duabirity, Coarse or Fine, CT 229 $ 205 Cores, Compression or Shear Bond, CA Code $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 $ 180 Masonry Grout 3x3x6 prism compression, C 39 $ 45 Flat and ElorliJcl1ed Particle, D 4791 $ 220 Masonry Mortar, 2x4 cyfinder compression, C 109 $ 35 Lightweight Particles, C 123 $ 180 Masonry Prism, half size, compression, C 1019 $ 120 Los Angeles Abrasion, C 131 or C 535 $ 200 Masonry Prism, Fun size, C0111Jression, C 1019 $ 200 Material Finer than No. 200 Sieve by Washing, C 117 $ 90 Organic Impurities, C 40 $ 90 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Matar Bar Method, Coarse, C 1260 $ 1,250 Chemical Analysis, A 36, A 615 $ 135 Potential Abli Reactivi1y, Matar Bar Method, Fine, C 1260 $ 950 Fireproofing Density Test, UBC 7 -6 $ 60 Potential Reactivity of Aggregate (Chemical Method), C 289 $ 475 Hardness Test, Rockwell, A 370 $ 70 Sand Equivalent T 176, CT 217 $ 125 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Coarse Aggregate, T 27, C 136 $ 120 per assembly, A 325 $ 150 Sieve Analysis, Fine Aggregate Qnciuding wash), T 27, C 136 $ 145 Meehanieally Spliced Reinfon:ing Tensile Test, ACI $ 175 Sodium Sulfate Soundness, C 88 $ 450 Pre-Stress Strand [7 wre), A 416 $ 170 Specific Gravity and Absorption, Coarse, C 127, CT 206 $ 115 Reinforcing Tensile or Bend up to No. 11, A615 & A 706 $ 60 Specific Gravity and Absorption, Fine, C 128, CT 207 $ 175 Structural Steel Tensile Test Up to 200,000 lbs. (machining extra), A 370 $ 80 ROOFJNG Welded Reinforcing Tensile Test Up to No. 11 bars, ACI $ 65 Roofing TIie AbSOlpti0n, (set of 5), C 67 $ 250 Roofing TIie Strength Test, (set of 5), C 67 $ 250 Special preparation of stand.ro test specimens will be charged at the technician's hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures, Ninyo & Moore I City of Carlsbad Discipline No. 10: Geotechnical Services RFQ 18-05 I P02-01338 J June 22, 2011 C11 PW 11 November 27, 2018 Item #6 Page 332 of 671 MASTER AGREEMENT FOR REAL PROPERTY SERVICES CLARK LAND RESOURCES, INC. PSA 19-57 4CA \'\-... I\. THIS AGREEMENT is made and entered into as of the_ / 0--1::h. ~~ ob- ~~ , 2018, by and between the City of Carlsbad, a mur1icipal corporation, ("City"), and Clark Land Resources, Inc., a California corporation, hereinafter referred to as "Contractor." RECIJALS A. The City requires the professional services of a consulting firm that is experienced in real property services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to real property services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS ANO COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 333 of 671 PSA 19-57 4CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. ST A TUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. lNDEMNlflCATlON Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 334 of 671 PSA 19-57 4CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 1 o. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 335 of 671 PSA 19-57 4CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 336 of 671 PSA 19-57 4CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior ContractAdministrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Sue Cope Title Project Manager 4167 Avenida De La Plata Address Suite 108 Oceanside, CA 92056 Phone No. 760-758-1562 Email sue.cope@clarklandresources.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 337 of 671 PSA 19-57 4CA unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking all available legal and equitable remedies available to them or from seeking review of the directed solution in a court of competent jurisdiction. If the City Manager fails to timely direct a binding solution, then either party may seek all available legal and equitable remedies in a court of competent jurisdiction. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in Section 19 of Agreement and not in anticipation of litigation or in conjunction with litigation. However, if the City Manager fails to direct a solution to the Agreement claim pursuant to the dispute resolution procedure set forth in Section 19, Contractor may pursue any available legal remedies in a court of competent jurisdiction. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 338 of 671 PSA 19-57 4CA These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating pub! ic agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 339 of 671 PSA 19-575CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_1_1_th ____ day of October , 2018. CONTRACTOR Clark Land Resources, Inc., a California corporation By: . ~~ x,~J. (sign here) Linda L. Clark/President-Gen Mgr (print name/title) B~---:,7 -~.~ ?~/It {s(gnt,er Susan M. Cope/Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By~~nt ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #6 Page 340 of 671 A notary public or other officer completing this certificate verifies only the identity of the individual \Vl10 signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STA TE OF CALIFORNIA COUNTY OF ,::x:,.n l)~() On \()/z_-z_J l?i 'before me '6· b½~fiG ::Public No¼~ personally appeared U 00(),_ EA , Qla.v\l.,, b R Y£5\c\_q•~~d: -qlli rvigir, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity( ies ), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. i 'slltary Seal) rland duta lra/nrmv di,·1rih Fin! /11l('11c/nwnt to (,'ranr o/ f:'ascmen! 5 November 27, 2018 Item #6 Page 341 of 671 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA couNTY oF _&~~n~])___,,__lf~~......._..- on ID I i,-z.,/ 2015 , before me lb , ~i,fi_t:' iJ?,ut>[j C; };)D-\-Q,_\j personally appeared ~O-~Ll"'-'<',:;>__...Q ...... .Y)-t--~m~•------.C_.l:) __ "9€ ___ --+-1 -~~c......=..,\fC~*'------'-'-Yj---+------ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity( ies ), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. (Notary Seal) Fland dara lra/orn11· di,rrih Finr l111t'11dme111 ro (;ran/ o/ f:a1t>111e,11 5 November 27, 2018 Item #6 Page 342 of 671 EXHIBIT "A" SCOPE Of SERVICES Perform a variety of real property services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Property Appraisals B. Property Acquisition Assistance PSA 19-57 4CA Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 343 of 671 Master Services Agreement Cost Proposal for Real Property Services The following.rates include both Clark Land and our subconsultant rates along with the other direct costs (ODC's) for mileage, copies, etc. PSA19-574CA City of Carlsbad -Master Services Agreement Cost Proposal I Real Property Services These rates will be valid for the duration of the contract-three years from time of award, if awarded this year, 2018. · . · . Clark land Resources, Master Agreernent Rate Schedule . . Staff Sue Cope, SR/WA Fred Clark, SR/WA Ted Hendrickson, MAI Mike Flanagan, SR/WA, R/W-NAC Mark Hendrickson, MAI Elsie Esquivel Tom Petrosky, SR/WA Mike Harris, R/W-NAC Bethanee Lussier, SR/WA; Greg Hill, RWA; Donna Fritts Christi Keller Debra Halpin Jeff Davis, RWA; Kathy Cabanilla Jenny Martinez, RWA Sandra Robinson, RWA Cynthia Stutz, Corbin White, Brenda Gomez, Alexandria Clark-Quinones Title/Classification Principal in Charge QA/QC QA/QC Appraisals Project Manager Lead Sr. Appraiser Real Estate Broker Sr./Lead Acquisition Agent Sr. Relocation Agent Sr. Right of Way Agents Sr. Permitting Specialist Contract Administration Right of Way Agent Title Supervisor Title Researcher Right of Way Assistants · · Crockett & Associates (Subconsultant}, Master Agreement Rate Schedule Staff Rich Crockett Title/Classification Goodwill/FF&E Appraiser Hourly Rate $195.00 $190.00 $190.00 $180.00 $180.00 $175.00 $175.00 $170.00 $170.00 $150.00 $150.00 $135.00 $100.00 $90.00 $85.00 Hourly Rate $125.00 Cost Proposal I Clark Land Resources, Inc. (WBE/SBE) 10 November 27, 2018 Item #6 Page 344 of 671 PSA19-574CA City of Carlsbad -Master Services Agreement Cost Proposal I Real Property Services . Clark Land Team Expense Cost for Master Agreement Description Cost % Mark Up Total Per Unit Cost IRS Allowable Rate-currently .545 cents per .60 at current IRS Allowable Mileage mile 10% Rate Copies .14 center per copy 10% .15 cents Title Reports $750.00 6.67% $800.00 Note.-No condemnation or expert witness costs are included with this proposal_ Cost Proposal I Clark Land Resources, Inc. (WBE/5B E) 11 November 27, 2018 Item #6 Page 345 of 671 PSA 19-576CA MASTER AGREEMENT FOR STORM DRAIN ENGINEERING SERVICES AECOM TECHNICAL SERVICES, INC. THIS AGREEMENT is made and entered into as of the ,;2~ day of No..J::c:Vv'.\'C?:6C: , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and AECOM Technical Services, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in storm drain engineering services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to storm drain engineering services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ} No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services"} that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. JEBl4 The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below}. Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 346 of 671 PSA 19-576CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. a. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INQEMNlflCATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 347 of 671 PSA 19-576CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 348 of 671 PSA 19-576CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 349 of 671 PSA 19-576CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Dan A. Lee Title Principal-In-Charge 1999 Avenue of the Stars Address Suite 2600 Los Angeles, CA 90067 Phone No. 213-593-8000 Email dan.lee@aecom.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONfUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 No D 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 350 of 671 PSA 19-576CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS ANQ LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 351 of 671 PSA 19-576CA 23. JURl§DlCTlON AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. succEssoRs AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 352 of 671 PSA 19-576CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of, ___________ , 2018. CONTRACTOR AECOM Technical Services, Inc., a California corporation By ~ ~- ~here) Eugene J. Kim, Vice-President (print name/title) By: ----==========::--=:::::;, ($------~ (sign here) Armond Tatevossian, Assistant Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY~~ Deputy City Attorne City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 353 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On October 16, 2018 Date before me, Leticia Cisneros Notary Public Here Insert Name and Title of the Officer personally appeared __ E_u~g_e_ne_K_im ________________________ _ Name(sj of Signer(s)- ------------------------------------------- who proved to me on the basis of satisfactory evidence to be the person(s)-whose name(s)-isfare subscribed to the within instrument and acknowledged to me that he/31,el#ley executed the same in his/ber/theif,authorized capacity{ies), and that by his/he##leir signature(s} on the instrument the person(s), or the entity upon behalf of which the personW.acted, executed the instrument. ' -; ,L,~.<•c1. ... •.' ,I•-~~'.)_; ~: 1,0:,, CIS'.iEROS :\ Cc:nrTiission #" 2089546 ~~ Notary Public -California j§ ,. ··,,/ Los AnQr_les County ~ · rl'.y Comm. Expires Dec 7, 20181'> ~-•.-.✓:•,-,~---.-~;-1Dt;;,.:.__.~i~~ .. "l,~~~•.;?v~ Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~ -ca ___. Signature of Notary Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Master Agreement for Storm Drain Engineering Services; PSA19-576CA T'tl T f D t City of Carlsbad D t D October 16, 2018 1 e or ype o ocumen : _____________ ocumen ate: _______ _ Number of Pages: 1 Signe$) Other Than Named Above: ____ N_o_ne ________ _ Capacity(ies) Claimed by Signer(&} Signer's Name: _E_u~g'-e_n_e_K_im _______ _ Sign ' Name: ____________ _ ~Corporate Officer -Title(s): Vice President • Corpor Officer -Title(s): ______ _ • Partner -• Limited • General IJ Partner - · ited • General =:= Individual • Attorney in Fact • Individual orney in Fact • Trustee • Guardian or Conservator • Trustee • Guar · or Conservator •Other:_______________ • Other: ---------""""'.:------ Signer Is Representing: AECOM Technical Services, Inc. Signer Is Representing: ---------.::---- ~'Q(,~~~~~~~~~~~"Q(;,"§(,~"§(,~U,g,"G<;,~ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 354 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On October 16, 2018 Date before me, Leticia Cisneros Notary Public Here Insert Name and Title of the Officer personally appeared __ A_r_m_o_n_d_T_a_te_v_os_s_ia_n ______________________ _ Name(s) of Signer(&}- --------------------------------------------- who proved to me on the basis of satisfactory evidence to be the person~ whose name~ isfare subscribed to the within instrument and acknowledged to me that he/31,eAAey executed the same in his/bee/their-authorized capacity(ies), and that by his/hel;ltheir signature{&) on the instrument the person(s), or the entity upon behalf of which the person~ acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. :~::~:ctt 0~ - Signatw·eootary Public ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. J. <.,. Description of Attached Document M_aster Agreement for Storm Drain Engineering Services; p~~19-576CA . City of Carlsbad October -N[ 2018 Title or Type of Document: _____________ Document Date: ________ _ Number of Pages: 1 SigneF(s) Other Than Named Above: ____ N_o_ne ________ _ Capacity(ies) Claimed by Signer{s} Signer's Name: Armond Tatevossian ~Corporate Officer -Title(s): Assistant Secretary • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: --------,-,--------,---- Signer Is Representing: AECOM Technical Services, Inc. Signer Is Representing: _________ _ ~~-~-~~~~~~~~~~~~00<::~~~~00,::~~~~~~~~~~~!'e"l'C'l~~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 355 of 671 PSA 19-576CA EXHIBIT "A" scopE Of SERVICES Perform a variety of storm drain engineering services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Hydro Modification.Retention and Low Impact Design B. Hydrology and Hydraulics Studies C. NPDES Compliance Training and Program Monitoring D. Plan Review and Compliance E. Storm Drain Design F. Storm Water Management Plans (SWMP) G. Storm Water Pollution Prevention Plans (SWPPP) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 356 of 671 AS'COM June 21, 2018 Eleida Felix Yackel, Senior Contract Administrator City of Carlsbad Public Works Contracts Administration 1635 Faraday Avenue Carlsbad, CA 92008 401 West A Street, Ste. 1200 San Diego, CA 92101 www.aecom.com PSA 19-576CA 619.610.7575 tel 619.610.7601 fax RE: City of Carlsbad RFQ 18-05: Master Agreement Consultant Services. Discipline No. 14 (Storm Drain Engineering) Dear Ms. Yackel, This envelope contains the RFQ-required Exhibit 8 -Master Agreement Rate Schedule for AECOM. Please contact me if I can assist you further. On behalf of the AECOM team, thank you for your consideration. AECOM Technical Services, Inc. Dan Alee Principal-in-Charge dan.lee@aecom.com 619.610.7615 (office), 858.220.3514 (mobile) Transmittal Letter -Page 1 10 November 27, 2018 Item #6 Page 357 of 671 EXHIBIT 8-SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1. Tim Wolfe Archaeologist/ Architectural Historian I 2. Colin Recksieck, Marcos Ramos-Archaeologist/ Architectural Historian II Ponciano, Kyle Ports 3. Stephanie Jow, Lauren Downs, Archaeologist/ Architectural Historian Ill Theodore Cooley 4. Tanya Wahoff Archaeologist/ Architectural Historian IV 5. Emma Fraser Biologist I Michelle Maloney, Jimmy 6. McMorran, Alex Fowler, Rachel Biologist II Chen, Brenda McMillan, Brennan Mulrooney Julia Groebner, Alonso Cabello, 7. Eric Piehel, John Messina, Keely Biologist Ill Craig 8. Aaron Andrews, Scott McMillan Biologist IV 9. Jeff Patteson* CADD Designer/ Drafter II 10. Richard Roth* CADD Designer/ Drafter IV Morgan Wolfe. Jordan Zimmer, 11. Ethan Donnelly, Julia Bermudez. Civil/ Environmental Engineer I Jasmine Trac 12. Renee Chuang*, Mark Laurance, Civil/ Environmental Engineer II Jackie Vila 13. Kevin O'Callahan Civil/ Environmental Engineer Ill 14. Keri Gannon* Civil/ Environmental Engineer IV 15. Eui-jo Marquez Environmental Scientist I 16. Paola Pena Environmental Scientist II 17. Amy Gardner* Environmental Scientist Ill 18. Stephanie lohstroh* Environmental Scientist IV 19. Ardeshir Beheshti GIS Specialist I 20. Daniel Arellano. Paul Moreno GIS Specialist II 21. Peter Augello* GIS Specialist Ill 22. Jonathan Austin Landscape Architecture I / Designer I 23. Anabel Cardenas-Viteri Landscape Architecture II / Designer II PSA 19-576CA HOURLY RATE $80 $90 $110 $125 $90 $105 $125 $150 $110 $150 $95 $110 $140 $155 $85 $105 $130 $145 $100 $125 $140 $95 $120 Master Agreement ConslJting Services 14 of 24 Request for Qualification RFQ No.18-05 11 November 27, 2018 Item #6 Page 358 of 671 PSA 19-576CA EXHIBIT 8-SAMPLE MASTER AGREEMENT RATE SCHEDULE 24. Dick Roi Landscape Architecture Dept Manager $190 25. Eric Zielke* Project Manager $165 26. Jonathan Winn Principal Civil/ Environmental Engineer $190 27. Mark Williams* Principal Environmental Scientist $190 28. John Gleason* Principal/ Environmental Dept Manager $220 29. Daniel Lee*, Domenic Lupo Principal-In-Charge/ Civil Dept. Manger $230 30. Robin Rice* Technical Editor/ Word Processor I $90 31. Therese Tempereau*, Marisa Technical Editor/ Word Processor II Fabrigas* $110 *Indicates staff included in SOQ organizational chart SUB-CONSULTANTS NAMElFIRM TITLE HOURLY RATE 1. N/A-No subconsultants are being used on this contract EXPENSES DESCRIPTION COST %MARKUP 1. Reproduction: Daily Activities No Added Cost No Markup 2. Reproduction: Reports & Large Plan Sets At Cost No Markup 3. Regular Mail No Added Cost No Markup 4. Courier: Priority Deliveries At Cost No Markup 5. Travel: Lodging & Airfare Negotiated by Task No Markup 6. Mileage Latest Federal Rate No Markup (e.g., 54.5 cents/ mile) Other Direct Costs All other reimbursable expenses will be billed at cost Mileage will be billed the Federal Mileage Rate. Consistent with the RFQ, rates are valid for the life of the contract The labor categories included in this rate sheet are provided to cover potential future needs of the project Through the life of the project staff may move between categories due to promotions. Additional staff may be added to this rate sheet (within the labor categories noted above). as project task orders warrant. Master Agreement Consllmg Services 14 of24 Request for Qualification RFQ No.18-05 12 November 27, 2018 Item #6 Page 359 of 671 MASTER AGREEMENT FOR INTERIOR DESIGN SERVICES FERGUSON PAPE BALDWIN ARCHITECTS, INC. PSA 19-612CA )~S AGREEMENT is made and entered into as of the '2-q tk day of 1-, ~YV\~ 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Ferguson Pape Baldwin Architects, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in interior design services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to interior design services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE Of WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD Of PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 360 of 671 PSA19-612CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per Agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INPEMNIEICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 361 of 671 PSA 19-612CA In no event shall the cost to defend exceed the contractor's proportionate percentage of fault. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 1 o. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI} with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 362 of 671 PSA19-612CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 363 of 671 PSA19-612CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Amanda Schultz Title Project Manager 4499 Ruffin Road Address Suite 300 San Diego, CA 92123 Phone No. 619-231-0751 Email aschultz@fpbacrch.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesOO No D 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. QISCRIMINATIQN AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 364 of 671 PSA19-612CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 365 of 671 PSA19-612CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 366 of 671 PSA19-612CA 27. AUJHPBIIY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CGNTRACTOR Ferguson Pape Baldwin Architects, Inc., a California corporation ~ A"'1A-Nt>A ~Lj-Z./\J\CE ~~ C,~~ (print nanfe/title} By~-0.1 W ~gnhere) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group a Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~t'2# City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 367 of 671 EXHIBIT "A" SCOPE Of SERVICES Perform a variety of interior design services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Colorist B. Furniture Standardization C. Finish Selection PSA19-612CA Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 368 of 671 --FERGUSON PAPE BALDWIN ARCH!TE:CTS PSA19-612CA S'CHEDtll.E OF"H0URL'(BILLING RATES·;· ~--~ ,,,=:· ;;~='..·:w-.,,.,;:;~· .,.,.=::,,;.: (Effective November 1, 2017 through December 1, 2021) Title Officers Principal Project Manager Sr. Project Architect/Sr.Designer Project Architect Sr. Job Captain / Designer II Job Captain / Designer I Drafter Clerical Staff Name(s) Philip Pape Amanda Schultz Ann Shelton Jennifer Macdonald Sarah Brooks Rate $215.00 195.00 185.00 160.00 140.00 130.00 115.00 95.00 70.00 When authorized by the Owner in writing, expense of overtime work will be billed higher than regular rates. Reimbursable Expenses Reimbursable expenses are actual expenses made by the Architect, the Architect's employees and consultants in the interest of the Project and include, but are not limited to the following expenses: 1. Expenses of transportation in connection with the Project; living expenses in connection with out-of-town travel and long distance communications, as approved by, and negotiated with Owner. 2. Expenses of reproductions including plotting/printing of CAD files, renderings and other electronic data, postage, permit processing service, delivery and handling of drawings and other documents. 3. Expenses for hiring a Permit Processing Consultant to assist with Building Permit plan check and other regulatory related services. Reimbursable expenses shall be billed at cost+ 10% administration costs. James Ferguson President Philip Pape Ex:ecutive Vice President Andrew Darragh Executive Vice President Daniel Rosenberg Vice President 4499 Ruffin Road Suite 300 San Diego CA 92123 819 231 0751 Fax 619 231 4396 www.fpbarch.com 10 Amanda Schultz Jeana Renger Vice President Vice President November 27, 2018 Item #6 Page 369 of 671 CLASSIFICATION Principal III Principal II / General Manager Principal I Senior Discipline Manager Senior Discipline Engineer Senior Engineer Engineer III Engineer II Engineer I Engineering Intern Senior Engineering Tech Engineering Tech III Engineering Tech II Engineering Tech I Senior Designer Designer III Designer II Designer I Drafter II Drafter I Administrative Supervisor 1 Clerical COFFMAN ENGINEERS HOURLY BILLING RATES Effective January 2018 STRUCTURAL ELECTRICAL $260 I - -- $220 $227 $210 $225 $195 $223 $175 $196 $145 I $155 I $135 $140 $115 $121 $77 $77 I -- -- -- -- $140 $140 $120 $125 $105 $120 $100 I $100 i $95 $95 $74 $74 $79 $79 $69 $69 These rates are effective through December 2021 1:\01 GE:IIIEAAL CW:ACE\O1 Star.dard Office Forms\O1 Agreement 4nd Propo~I klrms\04 St:irwbtd Hourty R:ltC$\Coffrral"I KOurly lbt~\2013 CEI SO Kourty Billlng Rates.doc FIRE PROTECTION &CODE - $265 $250 $245 $235 $210 $180 $155 $135 $77 $205 $120 $110 $100 $140 $125 $120 $100 $95 $74 $79 $69 SAN DIEGO I 1301 Third Avenue.Suite 300 I San Diego.CA 92101 j 61'1.232.4673 LASTING creooivity I re,ut.s I ~1.>.<Jonsh;p, www.coffman.com 11 November 27, 2018 Item #6 Page 370 of 671 Hourly Rate Schedule KPFF San Diego City of Carlsbad RFQ 18-05 Master Agreement Consultant Services PRINCIPAL SENIOR PROJECT MANAGER PROJECT MANAGER PROJECT ENGINEER DESIGN ENGINEER PROJECT DRAFTER DRAFTER/CAO OPERATOR ADMINISTRATIVE/SECRETARY PSA 19-612CA kpff $236.00 $210.00 $189.00 $158.00 $137.00 $173.00 $142.00 $100.00 12 November 27, 2018 Item #6 Page 371 of 671 Structural Engineers RATE SCHEDULE Effective 1/1/2017 Principal Principal Associate Sr. Structural Engineer Project Manager Engineer Designer Sr. Technician Technician Clerical $ 185/Hr $ 145/Hr $ 140/Hr $ 130/Hr $ 120/Hr $ 100/Hr $ 90/Hr $ 85/Hr $ 60/Hr 5550 Baltimore Drive, Suite 100, La Mesa. California 91942 Tel: (619) 687-3810 13 PSA 19-612CA November 27, 2018 Item #6 Page 372 of 671 Office Principal Engineer Associate Engineer Staff Engineer FEE SCHEDULE Structural Engineering SeNices Sr. Drafter I Sr. Engineering Technician Drafter Clerical Support PSA19-612CA ~ PRIME Lr~ STRUCTURAL ~ ENGINEERS Rate/Hour $150.00 $125.00 $100.00 $80.00 $75.00 $45.00 13272 Jacaranda Blossom Drive, Valley Center, CA 92082 Tel: (760)751-3300, E-mail: prime@pse-sd.com 14 November 27, 2018 Item #6 Page 373 of 671 WISEMAN + ROHY Structural Engineers SCHEDULE OF CHARGES JANUARY 1, 2018 TO DECEMBER 31, 2018 Principal Engineer Managing Senior Engineer Project Engineer V Project Engineer IV Project Engineer Ill Project Engineer II Project Engineer I Managing Sr. Drafter Project Drafter II Proiect Drafter I Administrative/Clerical 15 225/hour 206/hour 188/hour 168/hour 152/hour 138/hour 123/hour 119/hour 113/hour 107 /hour 69/hour PSA 19-612CA November 27, 2018 Item #6 Page 374 of 671 WISEMAN + ROHY Structural Engineers SCHEDULE OF CHARGES JANUARY 1, 2019 TO DECEMBER 31, 2021 Principal Engineer 235/hour Managing Senior Engineer 214/hour Project Engineer V 196/hour Project Engineer IV 174/hour Project Engineer Ill 158/hour Project Engineer II 144/hour Project Engineer I 128/hour Managing Sr. Drafter 123/hour Project Drafter II 117/hour Project Drafter I 111/hour Administrative/Clerical 71/hour 16 ---~·--·-··-···-· PSA 19-612CA November 27, 2018 Item #6 Page 375 of 671 PSA19-612CA AI'HTK STRUCTURAL ENGINEERS, LLP FEE SCHEDULE Principal $170/Hour Associate $105/Hour Project Manager $95/Hour Project Engineer $80/Hour Design Engineer $65/Hour CAD /Drafting Manager $75/Hour Senior Draftsperson $65/Hour Draftsperson $40/Hour Administrative $35/Hour Expert Witness Research $175/Hour Depositions/ Litigation $275/Hour Reimbursables, including, but not limited to reproductive services (i.e. plans, prints, photocopies, *plotting, etc.), travel expenses, (airfare, car rental, meals, etc.) fax transmissions, express mail, and deliveries will be billed at cost+ 10 percent. *Plotting@$1.6/sheet for 36 x 24 & $2.3/sheet for 30 x 42 San Diego -14288 DaDielson Street, Suite # 200, Poway, CA 92064, (858) 679-8989, Faz (858) 679-8959 17 November 27, 2018 Item #6 Page 376 of 671 Principal Associate Project Manag.er Project Engineer Senior Designer Designer Administration $225 $175 $150 $125 $100 $ 85 $ 70 PSA 19-612CA PRINCIPALS PAUL F. McPARLANE. P.E. I JOHN H. McGEE I DOUGLAS R. ISAAKS, P.E. SENIOR ASSOCIATE: LYNN HOLMES ASSOCIATE: KEN McCLENDON San Diego 4830 Viewridge Avenue, Ste. A, San Diego, California 92123 Ph (858) 2n-9721 • FAX (858) 2n-9760 • email@mcpartane.com 18 Orange County 2 South Pointe Drive, Suite 180, Lake Forest, California 92630 Ph (949) 296-3136 • FAX (949) 296-3137 • email@mcpartane.com November 27, 2018 Item #6 Page 377 of 671 ELEN personnel billing rates: Principal Engineer (PR) ....................................................................................................................... $200.00 Senior Engineer (PE) ....................................................... , ................................................................... $150.00 Engineer (EN) ..................................................................................................................................... $130.00 Senior Designer (SD) ......................................................................................................................... $ 100.00 Designer (DE) ....................................................................................................................................... $80.00 CADD Operator (DR) ............................................................................................................................ $70.00 Clerical (CL) .......................................................................................................................................... $60.00 elluminet personnel billing rates: Principal (PR) ...................................................................................................................................... $200.00 Certified Lighting Designer (LC) .......................................................................................................... $150.00 Lighting Designer {LO) ........................................................................................................................ $120.00 CADD Operator (DR) ............................................................................................................................ $70.00 Clerical (CL) .......................................................................................................................................... $60.00 S150 CHESAPEAKE DRIVE· STE 220 -SAN DIE60. CA 92123 OFFICE: {61S) 550.1085 WWW. EI.ENCONSULTI NG.C.O M 19 November 27, 2018 Item #6 Page 378 of 671 CONSULTING GROUP PSA19-612CA ENGINEERING, DESIGN, CONSULTANCY, AND PROJECT MANAGEMENT FEE SCHEDULE ADMINISTRATION s 55 CAD DRAFTER (AUTOCAD, VISIO) s 85 CAD DRAFTER (REVIT / AUTO CAD MEP) s 105 JR. DESIGNER s 95 SR. DESIGNER s 105 JUNIOR ENGINEER s 105 SR. ENGINEER S 140 DISCIPLINE SPECIALIST I $ 120 DISCIPLINE SPECIALIST II S 140 SR. DISCIPLINE SPECIALIST $ 165 PROJECT MANAGER $ 120 SR. PROJECT MANAGER $ l.40 ASSOCIATE $ 155 -PRINCIPAL $ 185 GENERAL. BUSINESS EXPENSES ANO TRAVEL 1 Minimum billing per purchase order task is four (4) hours. 2 Hours worked, per employee, over 8 hours/day or 40 hours/week sha II not be billed at a rate other than scheduled above. 3 Project subcontractor contracts shall be charged at cost plus a 10% management fee. 4 Project specific equipment, material, etc. will be billed at cost plus 10%. 5 For business travel, time charged shall begin at the time of departure and shall end at the time of return home orto office. 6 For personal vehicle use for business travel, mileage shall be billed to the client at current IRS rates. 7 For rental vehide use for business travel, the rental vehicle and fuel costs, only, shall be billed to the client at cost. EFFECTIVE 2018 -2021 8 For business travel exceeding one (1) day, meal expenses shall be billed to the client at cost per the CGK Corporate Expense Policy. 9 For business travel, hotel lodging shall be billed to the client at cost perthe CGK Corporate Expense Policy. 10 For business travel, airfare shall be billed to the client at cost perthe CGK Corporate Expense Policy. CGK Consulting Group, Inc. 7968 Arjons Drive Suite A112, San Diego, CA 92126 IT (858) 598-4867 I F (858) 244-1399 J www.cgk-consulting.com 20 November 27, 2018 Item #6 Page 379 of 671 Consultfog Engineers, Inc. June 18, 2018 1044 Pioneer Way, Suite E El Cajon, CA 92021 Tel: 619.334-6020 E-mail: rbertalan@rbcengineers.com Engineering Hourly Design Services PSA 19-612CA Amanda Schultz FERGUSON PAPE BALDWIN ARCHITECTS 4499 Ruffin Road San Diego, CA 92123 RB Consulting Engineers Inc. is pleased to submit the following Engineering Hourly Design proposal for the City of earls bad As-Needed Services as outlined below: I. FEE SCHEDULE FEE SCHEDULE PRINCIPAL ENGINEER ASSOCIATE PROJECT MANAGER ENGINEER · DES1GNER REVIT DESIGNER CAD CLERICAL $180.00 PER HOUR $150.00 PER HOUR $135.00 PER HOUR $120.00 PER HOUR $100.00 PER HOUR $85.00 PER HOUR $60.00 PER HOUR A. The fee will be submitted on a monthly basis by RB Consulting Engineers for services rendered and cost incurred. B. Net 30 days on payment of submitted Invoice. C. RB Consulting has no obligation to perform Engineering Services in the event of payment delay beyond 45 days. 11. EXPENSES A. Tier Sub-Contractor to be charged at 10% markup. B. Shipping to be charged at 10% markup. C. In-House Large Format Printing 0.55 cents per square foot. D. Vehicle Travel per Standard Mileage Rate. E. Business Travel (Airfare/Lodging/Meals/Rental Car/Etc.) billed at cost. Page 11 RB Consulting Engineers, Inc. 21 November 27, 2018 Item #6 Page 380 of 671 Ms. Amanda Shultz, Architect, LEED AP BD+C, DBIA~ .. Ferguson Pape Baldwin Architects 4499 Ruffin Road San Diego, CA 92029 SUBJECT: Standard Electrical Billing Rates Dear Ms. Shultz PSA 19-612CA RIZZA ENGINEERING, INC. £MPOW£RING TH£ BUILT ENVIRONMENT June 13, 2018 Per your request, please find below our hourly rate schedule for Electrical Engineering professional services. Feel free to contact me with any questions. Principal $ 240 per hour Sr. Associate $ 230 per hour Associate $ 220 per hour Project Manager $ 205 per hour Sr. Engineer/QA/QC $ 180 per hour Engineer $ 165 per hour Lighting Designer $ 155 per hour Senior Designer $ 160 per hour Designer $ 130 per hour Jr. Designer/CAD Manager $ 130 per hour SIM Specialist $ 130 per hour CAD Operator $ 120 per hour Administrative Assistant $ 80 per hour /-···: Sincerely, / .-' ,..... ../----·, --... ~· ·,,,..,. ~ // ;·· //--><' _____ .... -- ,1 I /_ .. .},,-/ ••• ~~ ,.,,,_.( ~-,;,,....,.-·· /-". Micha-~ A.l1Rizza, PE, LE1:b AR ·, Principal a~d President/C.l;_Q/ Rizza Engin'eering, Inc. 12320 Stowe Drive, Suite C [ Poway, CA 92064 I (858) 939-9100 Page 1 of 1 22 www.rizzaengineering.com November 27, 2018 Item #6 Page 381 of 671 PSA 19-612CA u > z f < l: 0 u J: ~ u w I-<( = ::> I-w I- ~ ..J :QLAS~IFlCATION. RATE/HR l.5 SUSTAINABILITY CONSULTING ~ 0) ... ~ ~ ~ .Q "" Senior Vice President $292 Energy Modeling $159 -$249 ,:::: .!:i "' :::, ., "' '-~ "' Project Manager $218-$249 Lighting Design $159-$244 ... 0) 0) c:: C> c:: Cl) Designer $159 -$212 Commissioning $159 -$249 PROJECT ADMINISTRATION CAD $122 -$159 ;\:1$239 .. , Project Administration $159 : EFFECTIVE JUNE 2018 TO DECEMBER 2021 23 November 27, 2018 Item #6 Page 382 of 671 PSA 19-612CA HOURLY RATE SCHEDULE nlC'r ENGINEERS FEE RATE SCHEDULE Rate Category Hourly Rate Principal $215 Project Manager $165 Staff Engineer $125 Designer $95 Drafting $65 Word Processing $55 The proposed rate includes DEC Engineers, Inc, direct consulting services. The cost of printing, copying, travel to the job site, long distance telephone costs associated with a project and other direct project costs are not included. Travel costs to the job will be billed at $.65 per mile for automobile usage. Other costs shall be billed at actual costs, plus 10%. Effective Date: January 1, 2018 24 November 27, 2018 Item #6 Page 383 of 671 THE ENGINEERING PARTNERS, INC CONSULTING ENGINEERS 9565 WAPLES STREET, SUITE 100 SAN DIEGO, CA 92121 (858) 824-1761 FAX (858) 824-1768 FEE RATE SCHEDULE PSA19-612CA Rate Category Hourly Rate Principal Engineer $195 Senior Engineer/Project Manager $150 Staff Engineer/Engineer (P.E.) $135 s~~~;~sm~~ij;:i~sn~1~l.t:Sl3:eciaJisttA.ssec'i,ate¼t~i~0.~i1f'iit1~aile.~1:i~:iii~lf.t1;~fi~M~\~i$~~,~ Designer/Technical Specialist/Associate Engineer $105 Project Coordinator $ 95 Clerical $ 70 25 November 27, 2018 Item #6 Page 384 of 671 PSA 19-612CA 6 RANDALL LAMB EXHIBIT-8 Bl LUNG RATE SCHEDULE Principal ....... 1 ••••••••••••••••••••••••••••••••••••••••••••••• $250.00/hour Senior Project Manager ................................. $200.00/hour Project Manager .......................................... $175.00/hour Senior Engineer ........................................... $150.00/hour Project Designer .......................................... $150.00/hour Engineer ...................................................... $125.00/hour Senior Designer ........................................... $125.00/hour Designer ...................................................... $100.00/hour CAD Drafter ................................................... $75.00/hour Administrative ............................................... $65.00/hour Consultant shall be paid for Reimbursable Expenses at their direct costs plus 10%. Such payments will be in addition to payments for Engineering Services. Payment shall be made only if such expenses are incurred. Travel time at the client's request will be charged at the hourly rates specified above. The maximum travel time charge per day will be eight hours. Reimbursable automobile mileage will be billed at $0.545 per mile. This rate schedule is effective through December 1, 2021. --------------·-·---·-------------------· ------------------·---------- Page B-1 26 November 27, 2018 Item #6 Page 385 of 671 HOURLY PROFESSIONAL MECHANICAL ENGINEERING SERVICES Principal ____________ $195.00 Associate $170.00 Project Manager $150.00 Project Engineer $125.00 Senior Designer $100.00 Designer $85.00 CAD Operator $75.00 Administrative $70.00 CONSULTING MECHANICAL ENGINEERS PSA 19-612CA Principals Michael Akavan, PE, LEED AP Roy Campbell, PE, LEED AP Jerry Coult, CPD, LEED AP Daniel Grammier, PE, LEED AP Richard Hernandez, CPD, LEED AP Jerry lngwalson, CxA, LEED AP Tom lunneberg, PE, LEED AP BD+C, CxA David Noji, LEED AP Harold Stueven, PE Vincent Vegas, PE, CPD, LEED AP 5160 Carroll Canyon Rd, Suite 200, San Diego, California 9212~ 1 d'.>858.200.0030 © 858.200.0031 i www.ma-engr.com 27 November 27, 2018 Item #6 Page 386 of 671 MICHAB. WALL ENGINEERING Michael Wall Engineering Hourly Ra~e Schedule Effective January 1, 2018 Electrical Engineering Senior Principal Principal Senior Project Engineer Senior Technology Designer (RCDD) Senior Lighting Designer Lighting Designer Technology Designer Electrical Engineer Electrical Designer CAD Clerical 28 PSA 19-612CA Hourly Rate $250.00/hour $200.00/hour $150.00/hour $150.00/hour $150.00/hour $125.00/hour $125.00/hour $125.00/hour $100.00/hour $85.00/hour $65.00/hour November 27, 2018 Item #6 Page 387 of 671 PSA 19-612CA EILAR ASSOCIATES, INC. Acoustical and Environmental Consulting 210 South Juniper Street, Suite 100, Escondido, CA 92025 Phone: 760-738-5570 or 800-439-8205 • Fax: 760-738-5227 www.eilarassociates.com • info@eilarassociates.com FEE SCHEDULE Professional Services Acoustical Air Quality Biology Traffic $210 per hour Principal/ Senior Acoustical Consultant $185 per hour Acoustical Consultant II $175 per hour Acoustical Consultant I $ 85 per hour Clerical and Administrative Support 75% applicable staff rate for Travel Time or Stand-by Time $175 per hour $235 per hour $150 per hour $275 per hour $235 per hour $195 per hour $165 per hour $125 per hour Air Quality Specialist Senior Biologist Associate Biologist Principal Traffic Engineer Associate Principal Traffic Engineer, Traffic Planning/Design Manager Senior Transportation Engineer, Senior Transportation Planner Transportation Engineer, Transportation Planner Transportation Engineering Technical Support Other Services By Referral By Referral Archaeologist / Historian / Paleontologist CEQA / NEPA Consultant Acoustical Litigation Support $500 flat fee $265 per hour $210 per hour $210 per hour $195 per day Fee for designation or listing of Eilar Associates, Inc. (EA) and/or any staff member or sub-consultant in any role or capacity {expert witness, etc.}, to be applied to future invoices, but is non-refundable and any attorney or law firm so designating us, is additionally responsible for payments of all invoices and balances due. Court Testimony, Mediation or Depositions, and all time inside Courtroom Consultation, research, fieldwork, declarations, analysis, reports, etc. by expert (clerical & support staff rates as shown above) Stand-by time at court, mediation or depositions Daily on-call fee during court session Litigation rates for other environmental services may be provided upon request Acoustical Instrument Charges Client must provide adequate security for the instruments while on-site (for the term of the project), and self-insure or include the instruments on Client's insurance coverage in the amount of up to $2,500 per noise monitor unit to cover loss or damage. Detailed rates for unmanned noise monitors not included in agreement can be provided upon request Reimbursable Expenses CTime and Materials} • Mileage is charged at $0.60 per mile • Travel expenses {hotel, airfare, car rental, etc.) are charged at cost; $65 daily allowance on meals Additional Considerations • There is a minimum fee of $250 for any canceled services • A retainer is required at initiation of services, in an amount to be determined • Expedited services will incur an additional fee, to be quoted upon request • Services performed on weekends or during nighttime hours (assignments starting before 6 a.m. or after 6 p.m., or lasting beyond 10 p.m.) are subject to a 25% surcharge. Eilar Associates, Inc. Fee Schedule 1/22/18 29 November 27, 2018 Item #6 Page 388 of 671 MBO Inc. 4830 Viewridge Ave, Suite A San Diego, CA 92123 (858) 751-5702 www.mbol.com Position PSA19-612CA 6:30am -4:00pm Afterhours & Weekends =:'--=-·· :_. : ...... -. .:"-=··•·---'··i-'-: ~·'-•-... :..,_,;:.:,,;,,/=i~=tj· .... H-~--'-}p'-'-·. a~J..;.;-•·.-.:-"-: ~-'-"-"-'-'-'--.,_;__---'-----'" . -~-$i~s_-:.._.~-~-~-...... ----"""'-·-"-----'---------'"---._--~_,-•. ~_••~-~7~/-~F_?~$~~6~s_·:~' ~~~- PM/ex Authority/ Commissioning Engineer $150 $225 :,·· :·i .•. _. c~mm:f~siifrr1Dgifechnicia!l:':':i. _, ______ __ Clerical Prepared for: Amanda Schultz Ferguson Pape Baldwin Architects 4499 Ruffin Road San Diego, CA 92123 ASchultz@fpbarch.com 30 Issued 6.18.2018 November 27, 2018 Item #6 Page 389 of 671 DISCIPLINE Cost Management Services Managing Director/ Director/ Regional Director Associate Director Senior Cost Manager/ Senior MEP Cost Manager Cost Manager Assistant Cost Manager/ Estimating Technician/ Intern PSA19-612CA CUMMING Bull ding value Through Expcl'1ise HOURLY RATE $210.00 $185.00 $175.00 $165.00 $120.00 The above rates will be applicable from December 1, 2018 to December 1, 2021 www.ccorpusa.com 31 November 27, 2018 Item #6 Page 390 of 671 Hourly Billing Rates for 2018 -2021 Principal Project Manager Senior Estimator / MEP Estimator Senior Project Controller/ Senior Scheduler Estimator / Scheduler/ Project Con~oller Assistant Estimator/ Assistant Project Controller Administrative/ Technical Support Cheers Michael consultants more value, less risk Per Hour $220 $190 $185 $180 $175 $140 $90 SAN FRANCISCO I SAN DIEGO I SEATTLE I SACRAMENTO I LOS ALTOS I LOS ANGELES Michael Teggin, CPE Principal 9449 Balboa Avenue, #270 San Diego, CA 92123 www .tbdconsultants.com Tel ; 619 550 1187 san Diego office : 415 981 9430 San Francisco office Cell: 619 518 5648 1 32 PSA 19-612CA November 27, 2018 Item #6 Page 391 of 671 , FERGPAP-01 AUSTINA ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0E67768 ij2~I~cT Erica Wilson IOA Insurance Services rt8.NJo, Ext): (858) 754-0063 50233 I r..e~.No):(619) 574-6288 4370 La Jolla Village Drive Suite 600 i~cf'~~ss: Erica.Wilson@ioausa.com San Diego, CA 92122 INSURERISI AFFORDING COVERAGE NAIC# INSURER A: RLI Insurance Comoanv 13056 INSURED INSURER B: Lexinaton Insurance Comoanv 19437 Ferguson Pape Baldwin Architects, Inc. INSURER C: 4499 Ruffin Road INSURER D: San Diego, CA 92123 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~.~.P,; w,~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TIO A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 f--------D CLAIMS-MADE [!] OCCUR DAMAGE TO RENTED 1,000,000 X X PSB0002545 10/26/2018 10/26/2019 PREMIStS /Ea occurrence\ $ X Cont Liab/Sev of Int MED EXP /Anv one oerson\ $ 10,000 - PERSONAL & ADV INJURY $ 2,000,000 -4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY 0 j'r8i' • LOC PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: Deductible $ 0 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT IEa accident' $ 1,000,000 ANY AUTO X PSA0002107 10/26/2018 10/26/2019 BODILY INJURY <Per oerson) $ f--------OWNED -SCHEDULED f--------AUTOS ONLY ~ AUTOS BODILY INJURY (Per accident) $ X HIRED X ~8ro~'"mi~ fpfl,7~,\Wd~t~AMAGE $ AUTOS ONLY X No Co. Owned X Deductible: $0 Autos $ A UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 5,000,000 -PSE0001809 10/26/2018 10/26/2019 5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION XI ~ffTUTE I I OTH-AND EMPLOYERS" LIABILITY ER YIN X PSW0002135 09/01/2018 09/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ If yes, descrbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Prof Liab/Clms Made 35713745 06/18/2018 06/18/2019 Per Claim 5,000,000 B Ded.: $35K Per Claim 35713745 06/18/2018 06/18/2019 Aggregate 5,000,000 OESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: Master Agreement for Interior Design Services -PSA19-612CA City of Carlsbad/CMWD is Additional Insured with respect to General/Hired & Non-Owned Liability per the attached endorsements as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 -ECM #35050 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I.~~~~ © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I j November 27, 2018 Item #6 Page 392 of 671 Named Insured: Ferguson Pape Baldwin Architects, Inc. Policy Number: PSB0002545 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION JI -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. ln the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in 0. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of ''your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB304 0212 Page 1 of 1 November 27, 2018 Item #6 Page 393 of 671 r Named Insured: Ferguson Pape Baldwin Architects, Inc. Policy Number: PSA0002107 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - LIABILITY Coverage, Paragraph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of one hundred eighty {180) days following the acquisition or formation of the business entity. · This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II - LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The fol lowing is added to the SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against others To Us: . PPA 300 03 11 We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident'! or "loss", provided that the "accident" or "loss• arises out of the operations contemplated by such contract The waiver applies only to the person or organization designated in such contract E. Employee Hired Autos 1. The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Condition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the followtng are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any ''auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II -LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: November 27, 2018 Item #6 Page 394 of 671 Named Insured: Ferguson Pape Baldwin Architects, Inc. WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Policy Number: PSW0002135 WC 040306 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be __ % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss Schedule Job Description Jobs performed for an person or organization that you have agreed with in a written contract to provide this agreement November 27, 2018 Item #6 Page 395 of 671 PSA19-612CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per Agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INPEMNIEICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 396 of 671 PSA 19-612CA In no event shall the cost to defend exceed the contractor's proportionate percentage of fault. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 1 o. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI} with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 397 of 671 PSA19-612CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 398 of 671 PSA19-612CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Amanda Schultz Title Project Manager 4499 Ruffin Road Address Suite 300 San Diego, CA 92123 Phone No. 619-231-0751 Email aschultz@fpbacrch.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesOO No D 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. QISCRIMINATIQN AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 399 of 671 PSA19-612CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 400 of 671 PSA19-612CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 401 of 671 PSA19-612CA 27. AUJHPBIIY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CGNTRACTOR Ferguson Pape Baldwin Architects, Inc., a California corporation ~ A"'1A-Nt>A ~Lj-Z./\J\CE ~~ C,~~ (print nanfe/title} By~-0.1 W ~gnhere) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group a Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~t'2# City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 402 of 671 EXHIBIT "A" SCOPE Of SERVICES Perform a variety of interior design services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Colorist B. Furniture Standardization C. Finish Selection PSA19-612CA Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 403 of 671 --FERGUSON PAPE BALDWIN ARCH!TE:CTS PSA19-612CA S'CHEDtll.E OF"H0URL'(BILLING RATES·;· ~--~ ,,,=:· ;;~='..·:w-.,,.,;:;~· .,.,.=::,,;.: (Effective November 1, 2017 through December 1, 2021) Title Officers Principal Project Manager Sr. Project Architect/Sr.Designer Project Architect Sr. Job Captain / Designer II Job Captain / Designer I Drafter Clerical Staff Name(s) Philip Pape Amanda Schultz Ann Shelton Jennifer Macdonald Sarah Brooks Rate $215.00 195.00 185.00 160.00 140.00 130.00 115.00 95.00 70.00 When authorized by the Owner in writing, expense of overtime work will be billed higher than regular rates. Reimbursable Expenses Reimbursable expenses are actual expenses made by the Architect, the Architect's employees and consultants in the interest of the Project and include, but are not limited to the following expenses: 1. Expenses of transportation in connection with the Project; living expenses in connection with out-of-town travel and long distance communications, as approved by, and negotiated with Owner. 2. Expenses of reproductions including plotting/printing of CAD files, renderings and other electronic data, postage, permit processing service, delivery and handling of drawings and other documents. 3. Expenses for hiring a Permit Processing Consultant to assist with Building Permit plan check and other regulatory related services. Reimbursable expenses shall be billed at cost+ 10% administration costs. James Ferguson President Philip Pape Ex:ecutive Vice President Andrew Darragh Executive Vice President Daniel Rosenberg Vice President 4499 Ruffin Road Suite 300 San Diego CA 92123 819 231 0751 Fax 619 231 4396 www.fpbarch.com 10 Amanda Schultz Jeana Renger Vice President Vice President November 27, 2018 Item #6 Page 404 of 671 CLASSIFICATION Principal III Principal II / General Manager Principal I Senior Discipline Manager Senior Discipline Engineer Senior Engineer Engineer III Engineer II Engineer I Engineering Intern Senior Engineering Tech Engineering Tech III Engineering Tech II Engineering Tech I Senior Designer Designer III Designer II Designer I Drafter II Drafter I Administrative Supervisor 1 Clerical COFFMAN ENGINEERS HOURLY BILLING RATES Effective January 2018 STRUCTURAL ELECTRICAL $260 I - -- $220 $227 $210 $225 $195 $223 $175 $196 $145 I $155 I $135 $140 $115 $121 $77 $77 I -- -- -- -- $140 $140 $120 $125 $105 $120 $100 I $100 i $95 $95 $74 $74 $79 $79 $69 $69 These rates are effective through December 2021 1:\01 GE:IIIEAAL CW:ACE\O1 Star.dard Office Forms\O1 Agreement 4nd Propo~I klrms\04 St:irwbtd Hourty R:ltC$\Coffrral"I KOurly lbt~\2013 CEI SO Kourty Billlng Rates.doc FIRE PROTECTION &CODE - $265 $250 $245 $235 $210 $180 $155 $135 $77 $205 $120 $110 $100 $140 $125 $120 $100 $95 $74 $79 $69 SAN DIEGO I 1301 Third Avenue.Suite 300 I San Diego.CA 92101 j 61'1.232.4673 LASTING creooivity I re,ut.s I ~1.>.<Jonsh;p, www.coffman.com 11 November 27, 2018 Item #6 Page 405 of 671 Hourly Rate Schedule KPFF San Diego City of Carlsbad RFQ 18-05 Master Agreement Consultant Services PRINCIPAL SENIOR PROJECT MANAGER PROJECT MANAGER PROJECT ENGINEER DESIGN ENGINEER PROJECT DRAFTER DRAFTER/CAO OPERATOR ADMINISTRATIVE/SECRETARY PSA 19-612CA kpff $236.00 $210.00 $189.00 $158.00 $137.00 $173.00 $142.00 $100.00 12 November 27, 2018 Item #6 Page 406 of 671 Structural Engineers RATE SCHEDULE Effective 1/1/2017 Principal Principal Associate Sr. Structural Engineer Project Manager Engineer Designer Sr. Technician Technician Clerical $ 185/Hr $ 145/Hr $ 140/Hr $ 130/Hr $ 120/Hr $ 100/Hr $ 90/Hr $ 85/Hr $ 60/Hr 5550 Baltimore Drive, Suite 100, La Mesa. California 91942 Tel: (619) 687-3810 13 PSA 19-612CA November 27, 2018 Item #6 Page 407 of 671 Office Principal Engineer Associate Engineer Staff Engineer FEE SCHEDULE Structural Engineering SeNices Sr. Drafter I Sr. Engineering Technician Drafter Clerical Support PSA19-612CA ~ PRIME Lr~ STRUCTURAL ~ ENGINEERS Rate/Hour $150.00 $125.00 $100.00 $80.00 $75.00 $45.00 13272 Jacaranda Blossom Drive, Valley Center, CA 92082 Tel: (760)751-3300, E-mail: prime@pse-sd.com 14 November 27, 2018 Item #6 Page 408 of 671 WISEMAN + ROHY Structural Engineers SCHEDULE OF CHARGES JANUARY 1, 2018 TO DECEMBER 31, 2018 Principal Engineer Managing Senior Engineer Project Engineer V Project Engineer IV Project Engineer Ill Project Engineer II Project Engineer I Managing Sr. Drafter Project Drafter II Proiect Drafter I Administrative/Clerical 15 225/hour 206/hour 188/hour 168/hour 152/hour 138/hour 123/hour 119/hour 113/hour 107 /hour 69/hour PSA 19-612CA November 27, 2018 Item #6 Page 409 of 671 WISEMAN + ROHY Structural Engineers SCHEDULE OF CHARGES JANUARY 1, 2019 TO DECEMBER 31, 2021 Principal Engineer 235/hour Managing Senior Engineer 214/hour Project Engineer V 196/hour Project Engineer IV 174/hour Project Engineer Ill 158/hour Project Engineer II 144/hour Project Engineer I 128/hour Managing Sr. Drafter 123/hour Project Drafter II 117/hour Project Drafter I 111/hour Administrative/Clerical 71/hour 16 ---~·--·-··-···-· PSA 19-612CA November 27, 2018 Item #6 Page 410 of 671 PSA19-612CA AI'HTK STRUCTURAL ENGINEERS, LLP FEE SCHEDULE Principal $170/Hour Associate $105/Hour Project Manager $95/Hour Project Engineer $80/Hour Design Engineer $65/Hour CAD /Drafting Manager $75/Hour Senior Draftsperson $65/Hour Draftsperson $40/Hour Administrative $35/Hour Expert Witness Research $175/Hour Depositions/ Litigation $275/Hour Reimbursables, including, but not limited to reproductive services (i.e. plans, prints, photocopies, *plotting, etc.), travel expenses, (airfare, car rental, meals, etc.) fax transmissions, express mail, and deliveries will be billed at cost+ 10 percent. *Plotting@$1.6/sheet for 36 x 24 & $2.3/sheet for 30 x 42 San Diego -14288 DaDielson Street, Suite # 200, Poway, CA 92064, (858) 679-8989, Faz (858) 679-8959 17 November 27, 2018 Item #6 Page 411 of 671 Principal Associate Project Manag.er Project Engineer Senior Designer Designer Administration $225 $175 $150 $125 $100 $ 85 $ 70 PSA 19-612CA PRINCIPALS PAUL F. McPARLANE. P.E. I JOHN H. McGEE I DOUGLAS R. ISAAKS, P.E. SENIOR ASSOCIATE: LYNN HOLMES ASSOCIATE: KEN McCLENDON San Diego 4830 Viewridge Avenue, Ste. A, San Diego, California 92123 Ph (858) 2n-9721 • FAX (858) 2n-9760 • email@mcpartane.com 18 Orange County 2 South Pointe Drive, Suite 180, Lake Forest, California 92630 Ph (949) 296-3136 • FAX (949) 296-3137 • email@mcpartane.com November 27, 2018 Item #6 Page 412 of 671 ELEN personnel billing rates: Principal Engineer (PR) ....................................................................................................................... $200.00 Senior Engineer (PE) ....................................................... , ................................................................... $150.00 Engineer (EN) ..................................................................................................................................... $130.00 Senior Designer (SD) ......................................................................................................................... $ 100.00 Designer (DE) ....................................................................................................................................... $80.00 CADD Operator (DR) ............................................................................................................................ $70.00 Clerical (CL) .......................................................................................................................................... $60.00 elluminet personnel billing rates: Principal (PR) ...................................................................................................................................... $200.00 Certified Lighting Designer (LC) .......................................................................................................... $150.00 Lighting Designer {LO) ........................................................................................................................ $120.00 CADD Operator (DR) ............................................................................................................................ $70.00 Clerical (CL) .......................................................................................................................................... $60.00 S150 CHESAPEAKE DRIVE· STE 220 -SAN DIE60. CA 92123 OFFICE: {61S) 550.1085 WWW. EI.ENCONSULTI NG.C.O M 19 November 27, 2018 Item #6 Page 413 of 671 CONSULTING GROUP PSA19-612CA ENGINEERING, DESIGN, CONSULTANCY, AND PROJECT MANAGEMENT FEE SCHEDULE ADMINISTRATION s 55 CAD DRAFTER (AUTOCAD, VISIO) s 85 CAD DRAFTER (REVIT / AUTO CAD MEP) s 105 JR. DESIGNER s 95 SR. DESIGNER s 105 JUNIOR ENGINEER s 105 SR. ENGINEER S 140 DISCIPLINE SPECIALIST I $ 120 DISCIPLINE SPECIALIST II S 140 SR. DISCIPLINE SPECIALIST $ 165 PROJECT MANAGER $ 120 SR. PROJECT MANAGER $ l.40 ASSOCIATE $ 155 -PRINCIPAL $ 185 GENERAL. BUSINESS EXPENSES ANO TRAVEL 1 Minimum billing per purchase order task is four (4) hours. 2 Hours worked, per employee, over 8 hours/day or 40 hours/week sha II not be billed at a rate other than scheduled above. 3 Project subcontractor contracts shall be charged at cost plus a 10% management fee. 4 Project specific equipment, material, etc. will be billed at cost plus 10%. 5 For business travel, time charged shall begin at the time of departure and shall end at the time of return home orto office. 6 For personal vehicle use for business travel, mileage shall be billed to the client at current IRS rates. 7 For rental vehide use for business travel, the rental vehicle and fuel costs, only, shall be billed to the client at cost. EFFECTIVE 2018 -2021 8 For business travel exceeding one (1) day, meal expenses shall be billed to the client at cost per the CGK Corporate Expense Policy. 9 For business travel, hotel lodging shall be billed to the client at cost perthe CGK Corporate Expense Policy. 10 For business travel, airfare shall be billed to the client at cost perthe CGK Corporate Expense Policy. CGK Consulting Group, Inc. 7968 Arjons Drive Suite A112, San Diego, CA 92126 IT (858) 598-4867 I F (858) 244-1399 J www.cgk-consulting.com 20 November 27, 2018 Item #6 Page 414 of 671 Consultfog Engineers, Inc. June 18, 2018 1044 Pioneer Way, Suite E El Cajon, CA 92021 Tel: 619.334-6020 E-mail: rbertalan@rbcengineers.com Engineering Hourly Design Services PSA 19-612CA Amanda Schultz FERGUSON PAPE BALDWIN ARCHITECTS 4499 Ruffin Road San Diego, CA 92123 RB Consulting Engineers Inc. is pleased to submit the following Engineering Hourly Design proposal for the City of earls bad As-Needed Services as outlined below: I. FEE SCHEDULE FEE SCHEDULE PRINCIPAL ENGINEER ASSOCIATE PROJECT MANAGER ENGINEER · DES1GNER REVIT DESIGNER CAD CLERICAL $180.00 PER HOUR $150.00 PER HOUR $135.00 PER HOUR $120.00 PER HOUR $100.00 PER HOUR $85.00 PER HOUR $60.00 PER HOUR A. The fee will be submitted on a monthly basis by RB Consulting Engineers for services rendered and cost incurred. B. Net 30 days on payment of submitted Invoice. C. RB Consulting has no obligation to perform Engineering Services in the event of payment delay beyond 45 days. 11. EXPENSES A. Tier Sub-Contractor to be charged at 10% markup. B. Shipping to be charged at 10% markup. C. In-House Large Format Printing 0.55 cents per square foot. D. Vehicle Travel per Standard Mileage Rate. E. Business Travel (Airfare/Lodging/Meals/Rental Car/Etc.) billed at cost. Page 11 RB Consulting Engineers, Inc. 21 November 27, 2018 Item #6 Page 415 of 671 Ms. Amanda Shultz, Architect, LEED AP BD+C, DBIA~ .. Ferguson Pape Baldwin Architects 4499 Ruffin Road San Diego, CA 92029 SUBJECT: Standard Electrical Billing Rates Dear Ms. Shultz PSA 19-612CA RIZZA ENGINEERING, INC. £MPOW£RING TH£ BUILT ENVIRONMENT June 13, 2018 Per your request, please find below our hourly rate schedule for Electrical Engineering professional services. Feel free to contact me with any questions. Principal $ 240 per hour Sr. Associate $ 230 per hour Associate $ 220 per hour Project Manager $ 205 per hour Sr. Engineer/QA/QC $ 180 per hour Engineer $ 165 per hour Lighting Designer $ 155 per hour Senior Designer $ 160 per hour Designer $ 130 per hour Jr. Designer/CAD Manager $ 130 per hour SIM Specialist $ 130 per hour CAD Operator $ 120 per hour Administrative Assistant $ 80 per hour /-···: Sincerely, / .-' ,..... ../----·, --... ~· ·,,,..,. ~ // ;·· //--><' _____ .... -- ,1 I /_ .. .},,-/ ••• ~~ ,.,,,_.( ~-,;,,....,.-·· /-". Micha-~ A.l1Rizza, PE, LE1:b AR ·, Principal a~d President/C.l;_Q/ Rizza Engin'eering, Inc. 12320 Stowe Drive, Suite C [ Poway, CA 92064 I (858) 939-9100 Page 1 of 1 22 www.rizzaengineering.com November 27, 2018 Item #6 Page 416 of 671 PSA 19-612CA u > z f < l: 0 u J: ~ u w I-<( = ::> I-w I- ~ ..J :QLAS~IFlCATION. RATE/HR l.5 SUSTAINABILITY CONSULTING ~ 0) ... ~ ~ ~ .Q "" Senior Vice President $292 Energy Modeling $159 -$249 ,:::: .!:i "' :::, ., "' '-~ "' Project Manager $218-$249 Lighting Design $159-$244 ... 0) 0) c:: C> c:: Cl) Designer $159 -$212 Commissioning $159 -$249 PROJECT ADMINISTRATION CAD $122 -$159 ;\:1$239 .. , Project Administration $159 : EFFECTIVE JUNE 2018 TO DECEMBER 2021 23 November 27, 2018 Item #6 Page 417 of 671 PSA 19-612CA HOURLY RATE SCHEDULE nlC'r ENGINEERS FEE RATE SCHEDULE Rate Category Hourly Rate Principal $215 Project Manager $165 Staff Engineer $125 Designer $95 Drafting $65 Word Processing $55 The proposed rate includes DEC Engineers, Inc, direct consulting services. The cost of printing, copying, travel to the job site, long distance telephone costs associated with a project and other direct project costs are not included. Travel costs to the job will be billed at $.65 per mile for automobile usage. Other costs shall be billed at actual costs, plus 10%. Effective Date: January 1, 2018 24 November 27, 2018 Item #6 Page 418 of 671 THE ENGINEERING PARTNERS, INC CONSULTING ENGINEERS 9565 WAPLES STREET, SUITE 100 SAN DIEGO, CA 92121 (858) 824-1761 FAX (858) 824-1768 FEE RATE SCHEDULE PSA19-612CA Rate Category Hourly Rate Principal Engineer $195 Senior Engineer/Project Manager $150 Staff Engineer/Engineer (P.E.) $135 s~~~;~sm~~ij;:i~sn~1~l.t:Sl3:eciaJisttA.ssec'i,ate¼t~i~0.~i1f'iit1~aile.~1:i~:iii~lf.t1;~fi~M~\~i$~~,~ Designer/Technical Specialist/Associate Engineer $105 Project Coordinator $ 95 Clerical $ 70 25 November 27, 2018 Item #6 Page 419 of 671 PSA 19-612CA 6 RANDALL LAMB EXHIBIT-8 Bl LUNG RATE SCHEDULE Principal ....... 1 ••••••••••••••••••••••••••••••••••••••••••••••• $250.00/hour Senior Project Manager ................................. $200.00/hour Project Manager .......................................... $175.00/hour Senior Engineer ........................................... $150.00/hour Project Designer .......................................... $150.00/hour Engineer ...................................................... $125.00/hour Senior Designer ........................................... $125.00/hour Designer ...................................................... $100.00/hour CAD Drafter ................................................... $75.00/hour Administrative ............................................... $65.00/hour Consultant shall be paid for Reimbursable Expenses at their direct costs plus 10%. Such payments will be in addition to payments for Engineering Services. Payment shall be made only if such expenses are incurred. Travel time at the client's request will be charged at the hourly rates specified above. The maximum travel time charge per day will be eight hours. Reimbursable automobile mileage will be billed at $0.545 per mile. This rate schedule is effective through December 1, 2021. --------------·-·---·-------------------· ------------------·---------- Page B-1 26 November 27, 2018 Item #6 Page 420 of 671 HOURLY PROFESSIONAL MECHANICAL ENGINEERING SERVICES Principal ____________ $195.00 Associate $170.00 Project Manager $150.00 Project Engineer $125.00 Senior Designer $100.00 Designer $85.00 CAD Operator $75.00 Administrative $70.00 CONSULTING MECHANICAL ENGINEERS PSA 19-612CA Principals Michael Akavan, PE, LEED AP Roy Campbell, PE, LEED AP Jerry Coult, CPD, LEED AP Daniel Grammier, PE, LEED AP Richard Hernandez, CPD, LEED AP Jerry lngwalson, CxA, LEED AP Tom lunneberg, PE, LEED AP BD+C, CxA David Noji, LEED AP Harold Stueven, PE Vincent Vegas, PE, CPD, LEED AP 5160 Carroll Canyon Rd, Suite 200, San Diego, California 9212~ 1 d'.>858.200.0030 © 858.200.0031 i www.ma-engr.com 27 November 27, 2018 Item #6 Page 421 of 671 MICHAB. WALL ENGINEERING Michael Wall Engineering Hourly Ra~e Schedule Effective January 1, 2018 Electrical Engineering Senior Principal Principal Senior Project Engineer Senior Technology Designer (RCDD) Senior Lighting Designer Lighting Designer Technology Designer Electrical Engineer Electrical Designer CAD Clerical 28 PSA 19-612CA Hourly Rate $250.00/hour $200.00/hour $150.00/hour $150.00/hour $150.00/hour $125.00/hour $125.00/hour $125.00/hour $100.00/hour $85.00/hour $65.00/hour November 27, 2018 Item #6 Page 422 of 671 PSA 19-612CA EILAR ASSOCIATES, INC. Acoustical and Environmental Consulting 210 South Juniper Street, Suite 100, Escondido, CA 92025 Phone: 760-738-5570 or 800-439-8205 • Fax: 760-738-5227 www.eilarassociates.com • info@eilarassociates.com FEE SCHEDULE Professional Services Acoustical Air Quality Biology Traffic $210 per hour Principal/ Senior Acoustical Consultant $185 per hour Acoustical Consultant II $175 per hour Acoustical Consultant I $ 85 per hour Clerical and Administrative Support 75% applicable staff rate for Travel Time or Stand-by Time $175 per hour $235 per hour $150 per hour $275 per hour $235 per hour $195 per hour $165 per hour $125 per hour Air Quality Specialist Senior Biologist Associate Biologist Principal Traffic Engineer Associate Principal Traffic Engineer, Traffic Planning/Design Manager Senior Transportation Engineer, Senior Transportation Planner Transportation Engineer, Transportation Planner Transportation Engineering Technical Support Other Services By Referral By Referral Archaeologist / Historian / Paleontologist CEQA / NEPA Consultant Acoustical Litigation Support $500 flat fee $265 per hour $210 per hour $210 per hour $195 per day Fee for designation or listing of Eilar Associates, Inc. (EA) and/or any staff member or sub-consultant in any role or capacity {expert witness, etc.}, to be applied to future invoices, but is non-refundable and any attorney or law firm so designating us, is additionally responsible for payments of all invoices and balances due. Court Testimony, Mediation or Depositions, and all time inside Courtroom Consultation, research, fieldwork, declarations, analysis, reports, etc. by expert (clerical & support staff rates as shown above) Stand-by time at court, mediation or depositions Daily on-call fee during court session Litigation rates for other environmental services may be provided upon request Acoustical Instrument Charges Client must provide adequate security for the instruments while on-site (for the term of the project), and self-insure or include the instruments on Client's insurance coverage in the amount of up to $2,500 per noise monitor unit to cover loss or damage. Detailed rates for unmanned noise monitors not included in agreement can be provided upon request Reimbursable Expenses CTime and Materials} • Mileage is charged at $0.60 per mile • Travel expenses {hotel, airfare, car rental, etc.) are charged at cost; $65 daily allowance on meals Additional Considerations • There is a minimum fee of $250 for any canceled services • A retainer is required at initiation of services, in an amount to be determined • Expedited services will incur an additional fee, to be quoted upon request • Services performed on weekends or during nighttime hours (assignments starting before 6 a.m. or after 6 p.m., or lasting beyond 10 p.m.) are subject to a 25% surcharge. Eilar Associates, Inc. Fee Schedule 1/22/18 29 November 27, 2018 Item #6 Page 423 of 671 MBO Inc. 4830 Viewridge Ave, Suite A San Diego, CA 92123 (858) 751-5702 www.mbol.com Position PSA19-612CA 6:30am -4:00pm Afterhours & Weekends =:'--=-·· :_. : ...... -. .:"-=··•·---'··i-'-: ~·'-•-... :..,_,;:.:,,;,,/=i~=tj· .... H-~--'-}p'-'-·. a~J..;.;-•·.-.:-"-: ~-'-"-"-'-'-'--.,_;__---'-----'" . -~-$i~s_-:.._.~-~-~-...... ----"""'-·-"-----'---------'"---._--~_,-•. ~_••~-~7~/-~F_?~$~~6~s_·:~' ~~~- PM/ex Authority/ Commissioning Engineer $150 $225 :,·· :·i .•. _. c~mm:f~siifrr1Dgifechnicia!l:':':i. _, ______ __ Clerical Prepared for: Amanda Schultz Ferguson Pape Baldwin Architects 4499 Ruffin Road San Diego, CA 92123 ASchultz@fpbarch.com 30 Issued 6.18.2018 November 27, 2018 Item #6 Page 424 of 671 DISCIPLINE Cost Management Services Managing Director/ Director/ Regional Director Associate Director Senior Cost Manager/ Senior MEP Cost Manager Cost Manager Assistant Cost Manager/ Estimating Technician/ Intern PSA19-612CA CUMMING Bull ding value Through Expcl'1ise HOURLY RATE $210.00 $185.00 $175.00 $165.00 $120.00 The above rates will be applicable from December 1, 2018 to December 1, 2021 www.ccorpusa.com 31 November 27, 2018 Item #6 Page 425 of 671 Hourly Billing Rates for 2018 -2021 Principal Project Manager Senior Estimator / MEP Estimator Senior Project Controller/ Senior Scheduler Estimator / Scheduler/ Project Con~oller Assistant Estimator/ Assistant Project Controller Administrative/ Technical Support Cheers Michael consultants more value, less risk Per Hour $220 $190 $185 $180 $175 $140 $90 SAN FRANCISCO I SAN DIEGO I SEATTLE I SACRAMENTO I LOS ALTOS I LOS ANGELES Michael Teggin, CPE Principal 9449 Balboa Avenue, #270 San Diego, CA 92123 www .tbdconsultants.com Tel ; 619 550 1187 san Diego office : 415 981 9430 San Francisco office Cell: 619 518 5648 1 32 PSA 19-612CA November 27, 2018 Item #6 Page 426 of 671 PSA 19-577CA MASTER AGREEMENT FOR STORM DRAIN ENGINEERING SERVICES MICHAEL BAKER INTERNATIONAL THIS AGREEMENT is made and entered into as of the 2.<f3:t6. day of ~J~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Baker International, a Pennsylvania corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in storm drain engineering services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to storm drain engineering services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 427 of 671 PSA 19-577CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred fifty thousand dollars ($250,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 428 of 671 PSA 19-577CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 429 of 671 PSA 19-577CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 430 of 671 PSA 19-577CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Timothy Thiele Title Vice President and Office Manager 500 Grant Street Address Suite 5400 Pittsburgh, PA 19103 Phone No. 760-603-6243 Email tthiele@mbakerintl.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 431 of 671 PSA 19-577CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUIJS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 432 of 671 PSA 19-577CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. succEssoRs AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pueuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 433 of 671 PSA 19-577CA 27. AUJHPBIIY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR MICHAEL BAKER INTERNATIONAL, a Pennsylvania corporation By: ~-Zdl&f 1 (sign here) Tim Thiele, Vice President (print name/title) By:~ {s(ghere) Steven Huff, Assistant Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group a Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~~A~ ~~~~ C.c.~~L [~~,,Z:~~~~,~~t~! City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 434 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of &V\ DH~-s-:v on Oc.\obef \1, '2.u\<l:" • Date before me, Bc>.0notuk%<kilk ~e.J>1.c.. Here Insert Name and Ti7e of th~ er personally appeared :I IV\'\ :( h,e.\ C, ... Nam~ of Signer"1 who proved to me on the basis of satisfactory evidence to be t~e erson'8')' whose name~ is/~ subscribed, to the within instrum~n and acknowledged to me that he/sj;l(!/t executed the same in hislt°✓r~ir authorized capacity(i , and that by his/~t~ir signature{,i{ o the instrument the person"8r. or the entity upon behalf of whic the person~ acted, e/4cuted the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Other: Signer is Representing: __________ _ ©2017 National Notary Association Signer's Name: • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Other: Signer is Representing: __________ _ November 27, 2018 Item #6 Page 435 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 •----- A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of () KMN \7 \:. ) On '-Jt~ (lb~, l \) J a,()\ 1 before me, _f-'--_) ""--'----'-' \---'-\ ,_p_ffi.___~'--'-~-"----1_0_,_j _r'--J-=trl..,_·().~f--+~~r~V\..,_\o_l\-_~ __ _ Date Here Insert Name and Title of the Officer personally appeared __ 5~· ~±~~~;J~U\-·~_.\-\~\,\--t_-t ______________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. a PHILLIP MASTO Notary Public • California z 1 Orange County I z Comml11ion # 2172414 - Jo o o o o ,Ml :0T't [•tr:,s B'f t1 •2t2& I Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature {JJJJ_,.-£ ro l\?Iito Signa ~re of Notary Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: ______________ _ • Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 436 of 671 PSA 19-577CA EXHIBIT "A" scopE PE SERVICES Perform a variety of storm drain engineering services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Hydro Modification.Retention and Low Impact Design B. Hydrology and Hydraulics Studies C. NPDES Compliance Training and Program Monitoring D. Plan Review and Compliance E. Storm Drain Design F. Storm Water Management Plans (SWMP) G. Storm Water Pollution Prevention Plans (SWPPP) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 437 of 671 r ~ City of Carlsbad FEE SCHEDULE 1· PSA 19-577CA Master Agreement Consulting Services 14. STORM DRAIN ENGINEERING Pricing shall remain firm for the three (3) year term of the Agreement Michael Baker Staff NAME TITLE HOURLY RATE 1. Scott Cartwright, PE Project Manager $230 2. Staff Technical Manager $210 3. Darren Choy, PE, ENV SP Senior Engineer $185 Kevin Evarts, PE 4. Staff Landscape Architect $175 5. Staff Project Engineer $175 6. Eric Edge, PE, CFM, ENVSP Design Engineer $160 Christopher Leary, PE 7. Miguel Avalos, EIT Designer $130 8. Staff Assistant Engineer $105 9. Staff Engineering Aid $85 10. Staff Office Support/Clerical $75 Survey/Construction Management Personnel 11. Staff 2-Person Survey Crew $290 12. Staff I-Person Survey Crew $175 13. Staff Licensed Surveyor $200 14. Staff Field Supervisor $180 15. Staff Construction Manager $240 16. Staff Construction Technician $95 Subconsultants (if applicable) NAME 1. N/A Expenses DESCRIPTION 1. Mileage 2. Copy services 3. Shipping / Mailing Michael Baker INTERNATIONAL TITLE COST At the IRS approved rate At Cost At Cost HOURLY RATE $ % MARKUP N/A 10% 10% Master Agreement Consulting Services-Discipline 14. Storm Drain Engineering 1 () November 27, 2018 Item #6 Page 438 of 671 PSA 19-578CA MASTER AGREEMENT FOR STORM DRAIN ENGINEERING SERVICES GLENN A. RICK ENGINEERING DEVELOPMENT & CO. THIS AGREEMENT is made and entered into as of the 2 ~ hJ Qr--8\/V\'t;;:leL , 2018, by and between the City of Carlsbad, a corporation, ("City"), and Glenn A. Rick Engineering Development & Co., a California corporation, hereinafter referred to as "Contractor." RECITALS day of municipal A. The City requires the professional services of a consulting firm that is experienced in storm drain engineering services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to storm drain engineering services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. IEB.M The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 439 of 671 PSA 19-578CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred fifty thousand dollars ($250,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 440 of 671 PSA 19-578CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 1 o. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage.using primary and/or excess/umbrella policies. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 441 of 671 PSA 19-578CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 442 of 671 PSA 19-578CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jayne Janda-Timba Title Contract Manager Address 5620 friars Road San Diego, CA 92110 Phone No. 619-291-0707 Email jjanda-timba@rickengineering.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONfUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 443 of 671 PSA 19-578CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUIJS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 444 of 671 PSA 19-578CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. eusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 445 of 671 PSA 19-578CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR GLENN A RICK ENGINEERING DEVELOPMENT & CO., a Calif rnia corpor~ By. ' CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) lie Vi/I 6-it.s~ _, Pr l4tJ~ 1)11;, e fl.~J:J- ~ (print name/title) ATTEST: By: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Groyp A Chairman, President, or Vice-President Groyp B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY D2.l C}lp Deputy City Attorney'\ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 446 of 671 PSA 19-578CA EXHIBIT "A" SCOPE Of SERVICES Perform a variety of storm drain engineering services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Hydro Modification.Retention and Low Impact Design B. Hydrology and Hydraulics Studies C. NPDES Compliance Training and Program Monitoring D. Plan Review and Compliance E. Storm Drain Design F. Storm Water Management Plans (SWMP) G. Storm Water Pollution Prevention Plans (SWPPP) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 447 of 671 PSA 19-578CA , .... RICK ENGINEERING COMPANY Hourly Rates -California Offices February 24, 2018 -August 31, 2018 Principal Consultant (Special Projects) ................................. $ 275.00 Principal Water Resources Designer ....................................... $140.00 Principal .................................................................................... 245.00 Associate Water Resources Designer ........................................ 130.00 Associate Principal .................................................................... 230.00 Assistant Water Resources Designer ......................................... l l 5.00 Associate/Manager .................................................................... 215.00 Expert Witness .......................................................................... 400.00 GIS Manager ........................................................................... $185.00 Court Appearance per half day or part. ................................... 1,600.00 Principal GIS Project Manager .................................................. 170.00 Associate GIS Project Manager ................................................. 155.00 Principal Project Engineer/Manager .......................................... 190.00 Assistant GIS Project Manager .................................................. 135.00 Associate Project Engineer/Manager ......................................... 175.00 Principal GIS Analyst ................................................................ 125.00 Assistant Project Engineer/Manager .......................................... 160.00 Associate GIS Analyst.. ............................................................. 115 .00 Principal Engineering Designer. ................................................ 140.00 Assistant GIS Analyst ................................................................ 105.00 Associate Engineering Designer ................................................ 130.00 Principal Graphics Designer ...................................................... 115.00 Assistant Engineering Designer ................................................. 115.00 Associate Graphics Designer ..................................................... 110.00 Principal Engineering Drafter...................... . ................. 110.00 Assistant Graphics Designer ........................................................ 95.00 Associate Engineering Drafter ................................................... 100.00 CAD Manager ........................................................................... 175.00 Assistant Engineering Drafter ..................................................... 90.00 Field Supervisor. ...................................................................... $190.00 Principal Construction Engineer/Manager. ............................. $190.00 One-person Survey Party ........................................................... 140.00 Associate Construction Engineer/Manager ............................... 175.00 One-person Survey Party with Robotics .................................... 190.00 Assistant Construction Engineer/Manager ................................ 160.00 Two-person Survey Party .......................................................... 220.00 Principal Construction Technician ............................................ 140.00 Three-person Survey Party............ .. ................................. 285.00 Associate Construction Technician ........................................... 130.00 Assistant Construction Technician ............................................ 115.00 3D Laser Scanning Crew (One-Person) .................................. $220.00 3D Laser Scanning Crew (Two Person) ................................... 260.00 Senior Transportation/Traffic Engineer. .................................. $200.00 Principal Transportation/Traffic Engineer ................................. 190.00 Principal 3D Laser Scanning Project Manager ....................... $180.00 Associate Trnnsportation/Traffic Engineer. ............................... 175.00 Associate 3D Laser Scanning Project Manager ......................... 165.00 Assistant Transportation/Traffic Engineer ................................. 160.00 Assistant 3D Laser Scanning Project Manager.. ........................ 150.00 Principal Transportation/Traffic Designer ................................. 140.00 Principal 3D Laser Scanning Specialist.. ................................... 130.00 Associate Transportation/Traffic Designer. ............................... 130.00 Associate 3D Laser Scanning Specialist .................................... 120.00 Assistant Transportation/Traffic Designer ................................. 115.00 Assistant 3D Laser Scanning Specialist ..................................... l 10.00 Principal 3D Laser Scanning Technician ................................... I 10.00 Principal Community Planner ................................................ $210.00 Associate 3D Laser Scanning Technician .................................... 95.00 Principal Project Planner/Manager ........................................... 190.00 Assistant 3D Laser Scanning Technician ..................................... 85.00 Associate Project Planner/Manager .......................................... 175.00 Senior Planner ........................................................................... 165.00 Photogramrnetry Supervisor .................................................... $180.00 Associate Planner ...................................................................... 130.00 Principal Photogrammetrist ....................................................... 125.00 Assistant Planner ....................................................................... 110.00 Associate Photogrammetrist ...................................................... 110.00 Planning Technician .................................................................... 85.00 Assistant Photogrammetrist .................................................... l 00.00 Principal Landscape Architect ................................................. $210.00 Computing & Mapping Director .............................................. $190.00 Principal Project Landscape Architect/Manager ....................... 180.00 Principal Survey Analyst ........................................................... J 75.00 Associate Project Landscape Architect/Manager ..................... 155.00 Associate Survey Analyst .......................................................... 135.00 Assistant Project Landscape Architect/Manager ....................... 120.00 Assistant Survey Analyst.. ......................................................... 115.00 Principal Landscape/Urban Designer ........................................ 110.00 Associate Landscape/Urban Designer...................... .. ........ I 05.00 Assistant Landscape/Urban Designer .......................................... 95.00 Associate Project Administrator ................................................ $75.00 Assistant Project Administrator ................................................... 65.00 Administrative Assistant... ........................................................... 70.00 Principal Environmental Project Manager.. ............................. $ I 75.00 Associate Environmental Project Manager ................................ 155.00 Assistant Environmental Project Manager ................................ 135.00 Principal Environmental Specialist... ......................................... 120.00 Associate Environmental Specialist .......................................... 115.00 Assistant Environmental Specialist ........................................... 110.00 Environmental Technician ........................................................... 90.00 Rates subject to change for prevailing wage contracts. When authorized, overtime shall be charged at the listed rates times 1.3. Unless otherwise agreed upon, we shall charge for printing, reproduction, deliveries, transportation, and other expenses. A ten ( I 0) percent fee for administration, coordination and handling will be added to all subcontracted services. 10 November 27, 2018 Item #6 Page 448 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On <nc }e~ °l, ZQle\ before me, ;J/~k t ?ulJe- (insert name and title o e cifficer) personally appeared ~Al:{ lJ..)00 fft:,/ ______ , who proved to me on the basis of satisfactory eviden7E! to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ,.~~ WITNESS /~and official seal. L...,,,~;~~1~ Signatu~_ ::S---(Seal) November 27, 2018 Item #6 Page 449 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego personally appeared \\-tu1V\ G;k)~o""'y\ who proved to me on the basis of satisfactory evidence to be the personks] whose name~ is/eye subscribed to the within instrument and acknowledged to me that he/~/tl).ey executed the same in his/1),ef/tlJ,e'(r authorized capacity(i.f,SJ, and that by his/h,eti~ir signature(.sf on the instrument the person~, or the entity upon behalf of which the person{g) acted, executed the instrument. (Seal) November 27, 2018 Item #6 Page 450 of 671 PSA 19-579CA MASTER AGREEMENT FOR STORMWATER TREATMENT CONTROL BEST MANAGEMENT PRACTICES (TCBMPs) INSPECTIONS SERVICES CASC ENGINEERING AND CONSUL TING, INC. THIS AGREEMENT is made and entered into as of the 2'2,\:h day of ~ D,teVV\\:2:ec---:= , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and CASC Engineering and Consulting, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in stormwater TCBMPs inspection services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to stormwater TCBMPs inspection services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE Of WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD Of PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. ~ The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 451 of 671 PSA 19-579CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 452 of 671 PSA 19-579CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 1 o. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 453 of 671 PSA 19-579CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 454 of 671 PSA 19-579CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Chris Ogaz Title Project Manager Address 1470 E. Cooley Drive Colton, CA 92324 Phone No. 909-783-0101 Email cogaz@cascinc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesOO No D 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. QISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 455 of 671 PSA 19-579CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 456 of 671 PSA 19-579CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. eusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 457 of 671 PSA 19-579CA 27. AUTHORIJY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR CASC ENGINEERING AND CONSUL TING, INC.,1a C~fo nia corporatio / , By: / --(!, Michelle E. Furlong, Secretary/Treasurer CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY VetlL gf 7 eputyCity Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 458 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of S,4/V Pe .,ll N',.. /2 D, ',vo On / o -o Ii-I 'ii' before me, _K,_v_T._H_//_. _£_/h_'A._'r./_~ ..... ,~,;v_o_Tfi~~ .... Y'--~~-'-c,<..,_L/_L_,_c.. ___ _ .> 7 Date Here Insert Name and Title of the Officer personally appeared ___,_R~,'-·-c._#.----'--~A~~----=D'--_::r--'-._S----=-✓--"-v--'~'-"t2=-...... A'-'--L.N-=....c....l>_-'-m~1'-·c.='-/l'---E_l-_'-_t= __ E"----.'---- Name(s) of Signer(s) who proved to me on the basis of atisfactory evidence to be the person(s) whose name(s) ,ks/are subscribed to the within instrument and acknowledged to me that....J:19,£sh9/they executed the same in msfi"le1,'their authorized capacity(ies), and that by ~/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············f _ -. RUTH A. EVANS :@-•. --~ _ Notary Public -California z i :.•-.-_ ,::~ San Bernardino County ~ • . · ~ • Commission# 2205040 -My Comm. Expires Jul 23. 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. official seal. Signature of Notary Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ i I Corporate Officer -Title(s): ______ _ [! Corporate Officer -Title(s): ______ _ 1 1 Partner -[J Limited • General U Partner -• Limited LJ General IJ Individual • Attorney in Fact Cl Individual • Attorney in Fact [] Trustee D Guardian or Conservator • Trustee D Guardian or Conservator !_]Other: _____________ _ • Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 459 of 671 PSA 19-579CA EXHIBIT "A" SCOPE Of SERVICES Perform a variety of Stormwater Treatment Control Best Management Practices (TCBMPs) Inspection services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Pre-Inspections B. Conduct Inspections C. Write and Submit Inspection Report(s) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 460 of 671 PSA 19-579CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Jeff Endicott, PE Engineering Director $200.00 2. Chris Ogaz, PE Project Manager $165.00 3. Louis Flores, CESSWI Inspector $125.00 4. Chris Sidor, EIT, CESSWI Inspector $125.00 5. $75-$85 Clerical Project Coordinator SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. NONE EXPENSES DESCRIPTION COST %MARKUP 1. Mileage $0.66 /mile 0% 2. Internal Copies 8.5Xll B&W $0.08, Color $0.90 /page 0% 3. Internal Copies 11X17 B&W $0.20, Color $1.20/page 0% 4. Internal Copies-Plots $6.00 sheet 0% 5. Outside Service/Expenses Actual Cost 10% See Rate Schedule attached hereto. For the City of Carlsbad, the markup for reimbursable expenses shall be 10%, not 15%. Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 10 November 27, 2018 Item #6 Page 461 of 671 CASC ENGINEERING AND CONSULTING RATE SCHEDULE Ovil and Environmental Engineering/Consulting President/Principal Engineer Director Program Manager/Technical Specialist Senior Project Manager/ Senior Engineer IV/Senior Scientist IV Project Manager Ill/Senior Engineer Ill/ Senior Scientist 111 Project Manager II/Senior Engineer II/ Senior Scientist II Project Manager I/Senior Engineer I/Senior Scientist I Assistant Project Manager/ Senior Environmental Analyst Project Engineer/ Environmental Analyst Ill/Scientist Ill Senior Designer II/ Environmental Analyst II/ Scientist II 5enior Designer I /Environmental Analyst 1/ Scientist I Design Engineer 11 Design Engineer I Designer II/ Staff Analyst II Designer I/ Staff Analyst I CADD Drafter Staff Assistant II Staff Assistant I Planning and Environmental Pia nning Director Senior Project Manager Senior Biologlst Project Manager II Project Manager i Senior Planner II/Biologist II Senior Planner !/Biologist I Associate Plannerll/GIS Specialist II Associate Planner 1/GIS Speciarist I Oeric:al ?rojectCoordiriator/Clerieal lll Project Coordinator/Clerical II Project Coordinator/Clerical I REIMBURSABLE EXPENSES: The following expenses will be billed at cost plus 15% unlesi othernis.e noted: $220 $200 $185 $175 $165 $155 $150 $145 $140 $135 $130 $120 $115 S110 $105 $95 $90 $80 SlSS $165 $160 $155 $145 $125 $115 $105 $95 $85 $80 $75 Umd~cape Architectures licensed Landscape Architect Senior Landscape Designer Associate landscape Designer Assistant landscape Designer Construction Management Resident Engineer Field Inspector Ill Reid Inspector II Reid Inspector I Surveying and Mapping Licensed Surveyor/ Director Senior Survey Project Manager Senior Survey Analyst Senior Calculator C.,loulator II Calculator I Survey Analyst II Survey Analyst I Technical Aide Fie!d Survey Crews: Three Person Survey/GPS Crew Two Per.on Survey/GPS Crew One Person Survey/GPS Crew PSA 19-579CA 1470 E. Cooley Drive Colton, CA 92324 Office: 909.783.0101 Fax: 909 .783.0 l 08 $160 $135 $115 $95 $150 $125 $110 $100 S185 $160 $135 $125 $115 $105 $95 $85 $80 $240 $205 $195 Outside Services: Jncfudes fees paid to sub-consultants, consu:ttar.ts, anaTytical 1aboratories, and other provide:rs of services required for execution of the project. Permits Applications, and Fees: Includes fees for Notices of Intent (NO!), Notices ofTermin21tion (NOT}, application fees, submittal fees, permit fees, and other fees require:d as part of the project and not paid directly by Client Reproduction Services: Includes blueprinting, copying, printing and plotting. In-house plots will be billed at$5.00 per sheet for each client set and for a final in-house review set. B&W / Color copies: $0.08 / $0.SOfor 8.5 X 11 and $0.2.0 / $1.20 for ll X 17. 8ental Fees: Includes rental fees pa1d by the firm, including requ'1red vehicles, equipment. and tools required to complete the work. Commercial DeJive.y Sel"Vices: Including E,cpress Maiil, Federal Express, UPS and independent courier services. bl-House Pick-Up and Delive!Y Services: When provided by the firm, these services will be billed at $48.00 per· hour ph..1.s $0.66 per mile round trip, with no a dditicna I ma l'kup. Travel Expenses: Includes travel expenses incidental ta performance of the work, incJud~ng airfare, parking, tolls. taxi, lodging, arid etc. Vehicle mileage wil! be birled at a rate of $0.66 per mile with no additional markup. Travel time for professional and administrative staff will be billed per the hourly fee nite schedule with no additional markup and suivey crews will be billed at $50 per hour, per Z-man crew. Per Diem: Per diem for meals for overnight stays will be billed at cal trans current state rates. Prevailing Wage: Projects and/or portions thereof designated by Client to be subject to Prevaillng Wc11ge shall be billed at the regular staff rate or the PrevailTn~ Wa~e rate, whkhever is higher plus• multiplier of appro<imately 2.3 to 2.8 for overhead and profit. The Prevainng Wage rate shall be based upon the Wage Rate Determination issued by California's Director of Industrial Relations for the locanty and employee cl3s!>if1cation at the t°tme the work is performed. Please contact CASCfor specific project prevailine wage rates. Waiver of Subrogation: When a Waiver of subrogation for Workman's Compt!:nsatton Insurance ls required by the Olent, the Client will be required to pay the additional insurance prernium, The approximate amount fOI" the waiver ls $:ZSO per year-~ Litigation Support and Expert Wttness shaU be at 2.0 times tile above noted hourly rates. Annual lnqease in rate: CASCwlll 1ncrease: their rates annually, usually at the beginning of a calendar year. A new fee rate schedule wi11 be provided. Client Initial Revised 01/30/18 11 November 27, 2018 Item #6 Page 462 of 671 PSA 19-580CA MASTER AGREEMENT FOR STORMWATER TREATMENT CONTROL BEST MANAGEMENT PRACTICES (TCBMPs) INSPECTIONS SERVICES D-MAX ENGINEERING, INC. ~j THIS AGREEMENT is made and entered into as of the 2 ~-th, day of __._~......,..._ Q ........ ~---.,W'.\.1..L-"-;~i-,,::;..~/.___ __ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"),' and D-Max Engineering, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in stormwater TCBMPs inspection services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to stormwater TCBMPs inspection services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. SJANQARQ OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. IEBM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 463 of 671 PSA 19-580CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 464 of 671 PSA 19-580CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC} latest quarterly listings report. 10.1 Coverage and Lim its. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 465 of 671 PSA 19-580CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORQS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP PE QOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 466 of 671 PSA 19-580CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Tad Nakatani Title Project Manager 7220 Trade Street Address .... s-u ... ite...._._11 ..... s..__ _____ _ San Diego, CA 92121 Phone No. 858-586-6600 Email tnakatani@dmaxinc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONfUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 No D 17. GENERAL CQMPUANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBIJED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 467 of 671 PSA 19-580CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSLJITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 468 of 671 PSA 19-580CA 23. JURISQICJIAN AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. succEssoRs AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 469 of 671 PSA 19-580CA 27. AUJHABIIY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this __ f_/ __ day of () c +ob~ , 2018. CONTRACTOR D-MAX ENGINEERING, INC., a California corporation B{e,?d4JL Jr~ (sign here) 1/&;;/M JJadili~~///eJ;c/✓# I (print name/. le) CITY OF CARLSBAD, a municipal corporation of the State of California By:-1i1ifd/l ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Groyp A Chairman, President, or Vice-President Group a Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~A ~ Deputy City Attorn See attache<J CA Notarial Certificate Date: I c, QC., ~"ZA>l ~ ~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 470 of 671 I Certificate of Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego} On Qe:hke......-( l , 201_.R:__ before me, R. McIntyre, Notary Public, personally I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) -½Sfare subscribed to the within instrument and acknowledged to me that he/sire/they executed the same in ..,his/bet/their authorized capacity(ies), and that by his/ll~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the I foregoing paragraph is true and correct. I WITNESS my hand and official seal I 8 .... ,. . R MCINTYRE I ~ , , Commission No. 2206629 ~ ~ -~ •. _.i NOTARY PUBLIC-CALIFORNIA ] < SAN DIEGO COUNTY ~ ~ Commission Expires August 19, 2021_~~ ./'V"., ... Signature ----1-~---'-i......:=_,,.,._ _________ (Seal) November 27, 2018 Item #6 Page 471 of 671 PSA 19-580CA EXHIBIT "A" scopE Of SERVICES Perform a variety of Stormwater Treatment Control Best Management Practices (TCBMPs) Inspection services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Pre-Inspections B. Conduct Inspections C. Write and Submit Inspection Report(s) Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 472 of 671 D-Max Engineering, Inc. Discipline 15 EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1 Arsalan Dadkhah Principal Engineer 2 John Quenzer Senior Scientist 3 Annika Kubischta Project Scientist 4 Brianna Martin Project Scientist 5 Julio Garcia Project Engineer 6 Tad Nakatani Project Scientist 7 John Draminski Assistant Project Engineer 8 Jeanne BenVau Staff Scientist II 9 Justin Joyce Staff Engineer JI 10 Manouchehr Dadkhah Staff Scientist 11 11 Teresa Bhardwaj Staff Scientist II 12 Kath Raskin Staff Scientist 13 Lana Graves Staff Scientist 14 Nick LaPaglia Staff Scientist 15 Susan Fanno Word Processor SUB-CONSULTANTS NAME TITLE 1 N/A EXPENSES DESCRIPTION COST 1 Mileage {Current !RS rate) 2 Copy services (outside; no As billed by outside copy service (e.g., Office charge for in-house copies) Depot) 3 Postage As billed by postal service provider {USPS, UPS, FedEx, etc.) 4 Tablet with mobile internet $SO/month service 5 Parking As billed by parking provider Notes PSA 19-580CA HOURLY RATE $190.00 $155.00 $135.00 $135.00 $145.00 $l35.00 $130.00 $105.00 $115.00 $105.00 $105.00 $95.00 $95.00 $95.00 $65.00 HOURLY RATE % MARKUP 0% 5% 5% 0% 5% -Rates for particular staff levels will be held constant over the term of the agreemen~, but may be adjusted up for individual staff listed in the tables above if those staff are promoted to a higher level during the term of the agreement. -New staff members may be hired during the term of the agreement; they will be charged at the billing rate appropriate to their level (e.g., Staff Scientist 11). Page 1 of 1 - . __ 1Q._ - -November 27, 2018 Item #6 Page 473 of 671 PSA19-581CA MASTER AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES DOKKEN ENGINEERING .._rTH IS~T is made and entered into as of the ~ day of __ N...__. ..... ~'---"'--=----'""-__. ___ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Dokken Engineering, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in structural engineering services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to structural engineering services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. scopE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANQARP OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 474 of 671 PSA 19-581 CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project- by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 475 of 671 PSA 19-581 CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 476 of 671 PSA 19-581 CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP Of DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 477 of 671 PSA 19-581 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name John Klemunes Title Principal-in-Charge 1450 Frazeera Road Address .-s ... u .... ite-.....1 ... o .. o ______ _ San Diego CA 92108 Phone No. 858-514-8377 Email jklemunes@dokkenengineering.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFUCT Of INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesIBJ No D 17. GENERAL coMpUANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. PISCRIMINATION ANQ HARASSMENT PBOHIBITEQ Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. PISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 478 of 671 PSA 19-581 CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 479 of 671 PSA 19-581 CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. pusuc AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 480 of 671 PSA 19-581 CA 21. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR DOKKEN ENGINEERING, a California corporation (sign her CITY OF CARLSBAD, a municipal corporation of the State of California By~ ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group a Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney BY: f2£1<~ Deputy City Attorne City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 481 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sacramento } On (h+oft.+e-r i fl ?/4)/ i 'before me, Ct:HV\V'Ui'\_ Sc~rl'· , Notary Public, personally appeared f!-, 'UA_c"-rc[ T-L1 (+ct. k. Cl.ht{ CcA.s!-liJ Cl,i c.,_"" who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) mare subscribed to the within instrument and acknowledged to me that ~/they executed the same in b.is.Lbef'/their authorized capacity(ies), and that by ..hi-sAter/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct. CAMRAN SADEGHI Comm. 12120891 .,. Notary Public. California~ Sacramento County J .. Comm. Expires Jul 25, 201? PLACE NOTARY SEAL ABOVE WITNESS my hand and official seal. SIGNATURE <1{]Jia& ~- Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of attached document Title or type of document: __ M_o_s~+e_r __ A--+@-+--~---·_V\k'_.~n,~-t-~/i~'~•r_~S~+r_v~c~.fv~.~-C\~" ~/ __ _ rsA ,4~ s21 cA Document Date: _________________ Number of Pages: _______ _ Signer(s) Other than Named Above: _____________________ _ November 27, 2018 Item #6 Page 482 of 671 PSA 19-581 CA EXHIBIJ "A" scopE PE SERVICES Perform a variety of structural engineering services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A Bridges Preventive Maintenance B. Buildings & Other Structures C. Structural Design and Evaluations Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 483 of 671 PSA19-581CA Statement of Qualifications for MASTER AGREEMENT CONSULTANT SERVICES -STRUCTURAL ENGINEERING Rate Schedule -Structural Engineering DOKKEN ENGINEERING 1. Charles Tornaci Project Manager 2. John Klemunes Principal in Char e $275 3. Robert Burns Structural Evaluations Task Leader $195 4. Anthony Powers Structural Design Task Leader $195 5. Fortunato Enriquez Structural Evaluations $145 6. Jeremy Nottnagel Structural Evaluations $105 7. Vivian Trinh Structural Evaluations $95 8. Martin Maechler Structural Design $215 9. Tim Osterkamp Structural Design $215 10. Rosa Griggs Structural Design $195 11. Johnny Johns Structures CAD $115 12. Khanh Dang Structures CAD $165 13. Senior Engineer $160-$250 14. Associate Engineer $106-$159 15. Assistant Engineer $80-$105 * Ordinary supplies and equipment are included in our billing/overhead rate. Travel expenses are also included in our billing/overhead rate. Dokken Engineering does not charge for travel time in order to encourage face to face meetings. Special charges are billed at actual cost without any administrative fees. Special charges include permit fees; public notice advertisements; record search fees; title reports, traffic control; potholing, equipment and room rentals, and outside reproductions. June 2018 November 27, 2018 Item #6 Page 484 of 671 PSA 19-582CA MASTER AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES IDS GROUP, INC. tXIS AGREEMENT is of [Nf){y\:f?EXL:: municipal corporation, ("City"), referred to as "Contractor." made and entered into as of the 2~ day , 2018, by and between the City of Carlsbad, a and IDS Group, Inc., a California corporation, hereinafter RECITALS A. The City requires the professional services of a consulting firm that is experienced in structural engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to structural engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 485 of 671 PSA 19-582CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 486 of 671 PSA 19-582CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 487 of 671 PSA 19-582CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 488 of 671 PSA 19-582CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Rami Elhassan Title PhD, PE, SE-Principal Address 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 Phone No. 949-387-8500 Email rami.elhassan@idsgi.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. \ 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 489 of 671 PSA 19-582CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 490 of 671 PSA 19-582CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 491 of 671 PSA 19-582CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR IDS GROUP, INC., a California corporation ~ (sign here) Sa:,J. th lrnri, 7re...q-&,ud- (pri name/title) (sign here) ID .. -', ,...,,-,,~ 0 ~ _ -L.-\ v \t\<'.;S(tf\ , .:>-CL r ~-+t,V J (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By~ ~'½,,all 011, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY "clfo~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 492 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 0~L,.,,c On ~ /9, htJ/tf , before me, __,k+lr=-c....,'-=--"=~~,.__-=--=---'--· _______ _ (insert name and title of the officer) personally appeared -A,Jf!YJ.ld..~:..t,.~~~~::::::_ _____________ ?"""< ____ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s i re subscribed to the within instrument and acknowle~? to me that@'she/they executed the same in @her/their authorized capacity(ies), and that by~er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. i············~ SARAH M. SCOLARI :@· __ . '' Notary Public. -California z ;, ~ • Orange County ~ 2 · ., Commission# 2221167 - My Comm. Expires Dec 5. 2021 Signature~ • (Seal) November 27, 2018 Item #6 Page 493 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ~'-< On &~ l'i, 2"1,y before me, ~ ...l!u-/.µ._.,· (insert name and title of the officer) personally appeared ~:!I.L!!d!!!.:<.......,j~~':Ll4,L------------------~-- who proved to me on the basis of satis ctory evidence to be the ~son(s) whose name(s I are subscribed to the within instrument and acknowle!dd to me thatt,_~she/they executed the same in (@!her/their authorized capacity(ies), and that by is her/their signature(s) on the instrument the person{s), or the entity upon behalf of which the pe son(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 1············~ SARAH M. SCOLARI :@••"'• · Notary Puolic -California z ~ ·• Orange County ~ 2 . . Commission# 2221167 - My Comm. Expires Dec 5. 2021 Signature ~ (Seal) November 27, 2018 Item #6 Page 494 of 671 PSA 19-582CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of structural engineering related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Bridges Preventive Maintenance B. Buildings & Other Structures C. Structural Design and Evaluations Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 495 of 671 PSA19-582CA City of Carlsbad Master Agreement Consultant Services RFQ # 18-05/Discipline Na. 16 Structural Engineering Standard Rate Schedule EXHIBIT 8-MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF ' -----------,, ' NAME ; , : i;, : ,llTLE HOURLY RATE ____ 1 ----•• L _ _.. _______ ...._...,___ __ ·--....L,,__ ·---... ·-·----~ -•. ,d_lJ-li; .. .1.' ,._ __ ......._ ___ ....,,_ __ _._..----....... ..... L ------~' -__ , __ -~--· ------ 1. Rami Elhassan Principal $175.00 2. David Pomerleau Project Manager $155.00 3. Elwood Smietana QA Manager $160.00 4. Saif Hussain Sr. Structural Engineer $155.00 5. Jose Calisto DaSilva Sr. Bridge Engineer $160.00 6. Jaime Rosenbach Sr. Structural Engineer $155.00 7. Steve Uthoff, PE, SE Sr. Structural Engineer $155.00 8. Matt Kani, PE, SE Structural Engineer $145.00 9. Victor Mercado, PE, SE Structural Engineer $145.00 10. Yangbo Chen, PE, SE Structural Engineer $145.00 11. Doug Francisco, PE, SE Structural Engineer $145.00 12. Vaz Rabadi, PE Project Engineer $120.00 13. Susan Cummings, PE Project Engineer $120.00 14. Ellen Wu, PhD, FE Project Engineer $120.00 EXPENSES ---.. -- ! · DESCRIPTION I COST %MARKUP --~----------~~ ---· --~ ---~------.............. ,__. .... Sl,~,----1--------~1 ----~ ___ , ·---·----- 1. Mileage At IRS approved rates 0% 2. Copy services At cost Plus 5% A.A.IDS GROUP 10 November 27, 2018 Item #6 Page 496 of 671 MASTER AGREEMENT FOR SURVEYING SERVICES NV5, INC. PSA 19-583CA THIS AGREEMENT is made and entered into as of the .;2<oth--day of -+-,:y..i...w.,J...~..:...J~:....i..=='---' 2018, by and between the City of Carlsbad, a municipal cor oration, ("City"}, and NV5, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 497 of 671 PSA 19-583CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 498 of 671 PSA 19-583CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 499 of 671 PSA 19-583CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 500 of 671 PSA 19-583CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Kevin McHugh, Jr. Title PLS, Project Manager 200 South Park Road Address Suite 350 Hollywood, FL 33021 Phone No. 858-385-2117 Email kevin. mchugh@NV5.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 501 of 671 PSA 19-583CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 502 of 671 PSA 19-583CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 503 of 671 PSA 19-583CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR NV5, INC., a California corporation By G1.w.wil..-- (sign here) <1J,,,.,,. !'cc~c, ~=L b ;J or {ntnme/title) By: • ~ 11 1 • A ~ ;1A • I yivv,/ Lv V ~ /(lign here) ~'tf() ()~ 5€,c..~ ~ (print name/t~le) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 504 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califo~ m. . County of ~ Q __1Lle9l) On __________ before me, -----l--"""""'""'--------~....,_,"'---'--'l<L..<---1------,-'-----'--'=----="-'-'!<.f------'----"=..:..-'----"'""''------ Date personally appeared ----if---=--:----'-----P<-"---I--L.J-1...,.,."-P.....,_ _ _,_ _ _,_"""""'--l,.j,-.....,""--~.L-r-~L.Ooer....c._-c.__ ___ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. @ JULIE WOODRUFF Commission fl 2125611 ~ Notary Public -CflHornia f ) San Diego County .. 0 O O O O ftt 9.°T"! ~r: :, V 1}'11 el Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Doc --t(! {'(lg_ ri.f Title or Type of Document: -1----""-"---'-"""'+-"""""''---.!..L.ll,,._,,.."--"'-..e......----1.:,q__ Document Date: _______ _ Number of Pages: ___ igner(s) Other Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ I J Corporate Officer -Title(s): ______ _ II Corporate Officer -Title(s): ______ _ ' I Partner -r~: Limited • General I I Partner - I I Limited • General I Individual ' J Attorney in Fact I I Individual [J Attorney in Fact '_J Trustee U Guardian or Conservator • Trustee • Guardian or Conservator ·~Other: ______________ _ • Other: ______________ _ Signer Is Representing: __________ Signer Is Representing: _________ _ l<XX,'<X.,'<0;:G<,<~'<;,<,,'<X,~~'Q.,~~~~'§<;~~ .. c,-. ~~~~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 505 of 671 PSA 19-583CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of surveying related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Arial surveying and photogrammetric services B. Geographic information systems (GIS) C. Potholing D. Property acquisition plats and legals Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 506 of 671 NVS Exhibit B -Master Agreement Rate Schedule Surveying Services Prices Valid through June 30, 2021 SIA.EE ~ TITLE 1. Garmen C. Kasner, PE Regional Chief Executive 2. Kevin McHugh, Jr., PLS Project Manager 3. PaulRobotta, PLS,JD QA/QC 4. Joel Paulson, PLS Survey Manager 5. Pete Golding, PLS Survey Manager 6. Nick Rossi, PLS Senior Surveyor 7. Andrew Riecken, LSIT Senior Survey Analyst 8. Brian Wolf, LSIT Assistant Surveyor 9. Kurt KathOI UAV Manager 10. Matt O'Brien UAV Director 11. Amy Storey GISAnalyst 12. Ken Haynes, PLS Senior Survey 13. Michelle Jansz, PLS Senior Survey Analyst 14. Amanda Jones, LSIT Senior Survey Analyst 15. Rick St. John, PE Associate Engineer 16. Andrew Pawzun CADD Tech Ill 17. Field Survey Crews 1-Person Survey Crew (GPS/Robotic) 18. 1-Person Survey Crew 19. 2-Person Survey Crew 20. 3-Person Survey Crew Field Crews Include William Wheat. Gabriel Lam, Matt Armellino, Henry Golding and Richard Lundberg SUBCONSUL TANTS NAME TITLE 1. Trent Keenan. PLS/ AeroTech Mapping, Inc. 2. Gail McMorran/AirX Utility Surveyors Inc. 3. Robert Lafica/Central Coast Aerial Mapping, Inc. E~eEN~ES QES~RIPTIQN ~ 1. Mileage Per Accepted I RS Rate 2. Plotting and In-House 1.10 x Cost Reproduction PSA 19-583CA HQ!.!BLYBAIE $255 $221 $221 $186 $176 $176 $145 $127 $186 $221 $127 $176 $145 $145 $176 $107 $185 $145 $295 $375 HOURLY RATE Feesforsubconsultant services will be lump sum determined on a task-by-task basis Fees for subconsultant services will be lump sum determined on a task-by-task basis Fees for subconsultant services will be lump sum determined on a task-by-task basis ~MARKUP 0% 10% M,\CS I D ,· ,' "c: .1::._7 '), · .'t~, 1,g P::>268181420 • • Printed on 100, Recycled Paper ~41' NV5.COM 10 November 27, 2018 Item #6 Page 507 of 671 MASTER AGREEMENT FOR SURVEYING SERVICES O'DAY CONSULTANTS, INC. PSA 19-585CA THIS AGREEMENT is made and entered into as of the 2 Cf3~ day of l\,J Q.Jy\lV\~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and O'Day Consultants, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS ANO COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 508 of 671 PSA 19-585CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 509 of 671 PSA 19-585CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 510 of 671 PSA 19-585CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all workr data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 511 of 671 PSA 19-585CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Pat N. O'Day Title Project Manager 2710 Loker Avenue West Address Suite 100 Carlsbad, CA 92010 Phone No. 760-931-7700 Email pato@odayconsultants.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes El No D 17. GENERAL COMPLIANCE WITH LAW$ Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 512 of 671 PSA 19-585CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement,.and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 513 of 671 PSA 19-585CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 514 of 671 PSA 19-585CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR O'Day Consultants, Inc., a California corporation By: (print name/title) By: CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ?,MJc.,✓c1L N, ~-'oA---r ,£cs (print name/title)7 ~C--'1("£.T'7f If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ldifc«/NfornF¥F City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 515 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ~ . County of Sa l} j__J I 4 0 On t)W,[& /:Z; -< 012 before me, -""-L=u~-"---------'::...!.....>.L...:::::,~+-..L:>,L_"'--'---':::..:::....::.+--..!.....?t-"'v'--"i.J"'--L...!.._1__,,,,,c_.,=----- Date Here In ert Name and Tit/ of the Officer personally appeared __ :+z_ZL~-/n~r~·CJ~<--~--+tJ~, _ __.,_{),....· _' ~b~t~t_4,___ __________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ~-···········~ .· .. ,;,·,.>.. LUPE ORTEGA -@·~-_.-\ Notary Public -California i -<" ":'. San Diego County ! '. ·., Commission# 2195510 - My Comm. Expires Jun 1, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to ~~ ~~intenfded do_,cum_e~t-4 S ?! v 1 (!,L.(J {?-Zi! / "I -5 . !:.'S ('.,A) Description of Attached Document ltf!(-e.-elY/b/. zo,JU/Vt!.-/)li.<1 Title or Type of Document: lftJ of-. flil1/.$L1v/ MMl.v/ J"' Document Date: J{)/1,;;. /; g Number of Pages: / 5 S1gn~r(s) Other Than Named Above: -' Capacity(ies) Claime by Signer(s) Signer's Name: · l1 IV, Signer's Name: ____________ _ G?torporate Officer -Title(s): 1-· D..CL.LLl<!,.L.l'.Lf-~=~lti"2f• Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact [J Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other:-----------,--------,------• Other: ______________ _ Signer Is Representing: Q1bq1CotJ~µ..tfa11ts ,VJC. Signer Is Representing: ________ _ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 516 of 671 PSA 19-585CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of surveying related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Arial surveying and photogrammetric services B. Geographic information systems (GIS) C. Potholing D. Property acquisition plats and legals Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 517 of 671 0/~~~ C. ·zE · · ~s/4-1vr nguieenng • urveymg Certified: SDVOSB • DVBE • SBE • SLBE SCHEDULE OF HOURLY BILLING RA TES OFFICE ENGINEERING Project Manager Project Engineer Design Engineer AutoCad Technician Engineering Technician Engineering Intern July 1, 2018 Construction Office Management/Document Control Word Processing FIELD ENGINEERING 2 Man Survey Crew 1 Man Survey Crew/Survey Chief/Project Surveyor FIELD ENGINEERING-PREY AILING WAGE 3 Man Survey Crew 2 Man Survey Crew 1 Man Survey Crew/Survey Chief/Project Surveyor CONSULTATION Principal $208.00 175.00 148.00 131.00 110.00 80.00 85.00 85.00 210.00 144.00 424.00 292.00 179.00 $275.00 PSA 19-585CA All out-of-pocket expenses. such as filing fees. printing. reproduction costs and deliveries. will be extra and invoiced at our direct cost plus l 0%. Prevailing wage projects will be charged a higher rate for field engineering. Four ( 4) hour minimum charge for survey crew time. Any site visits less than 4 hours will be charged as extra work to fixed fee scopes of work. Payment Terms: Accounts are due and payable within 10 days of the date of the invoice. If payment for invoice is not received within 30 days from the date of invoice. then a finance charge will be assessed at 1.5% per month for each month the invoice remains unpaid. starting at the 31 st day. l f payment for invoice is not received within 60 days from the date of invoice. then work will stop and will recommence once the account is paid in full. 10 November 27, 2018 Item #6 Page 518 of 671 AEROTECH MAPPING, INC. '-, ,-t AeroTech Mapping Rates as of 6-15-2018 Task Hourly Rate Project Principal $180 Project Manager $125 Production Manager $95 Photogrammetrist II Senior $110 Photogrammetrist I $95 Aerotriangu lat ion $85 CAD Map Editor II Senior $80 CAD Map Editor I $70 Imaging Specialist $75 GIS Tech $75 Administration $65 Project Mobilization $250 Aircraft Cessna $950 Camera Digital Vexcel $750 Lidar sensor $2,750 Drones Inspire $320 ARIZONA CALIFORNIA NEVADA NEW MEXICO \\/WVv.atmlv.com 11 200 Spectrum Center Drive Suite 300 Irvine. California 92618 ( 619) 606-5020 PSA 19-585CA TEXAS November 27, 2018 Item #6 Page 519 of 671 UNDERGROUND SOLUTIONS STAFF POSITIVEID ·~/ ITEM NAME 1 Thomas (T.C.) Mueller 2 Travis Leigh 3 Chris Mueller 4 Vince Dominquez 5 Adma Perez LOCATING 11-man crew\ ITEM NAME 1 Electromaonetic locatino 2 GPR locating 3 Utility Vault Dies -each 4 Sonde/Push Rod locatino POTHOLING Nacmaster 4000 incl 2-men crew\ ITEM NAME 1 Pothole Service (Prevailino Waoe)cer hour/reo 2 Pothole Service (Prevailing Wage)per hour/premium 3 Cold-Mix Aschalt (each) 4 Perma Patch / Rapid Set/Hot Mix Asphalt Repairs 5 Hot-Patch Aschalt Grind & Overlav (each) 6 Traffic Control Plans (cer sheet) 7 Traffic Control Plans-Enoineer-stamped (per sheet) 8 Standard Traffic Control (per day) 9 Maier Traffic Control (oer dav) 10 Niohttime Maier Traffic Control (per dav) 11 Flagman Service (per man hour)-Prev Wage 12 Subsurface Utility Reoort (1 - 5 potholes) (each) Dioital Flash Card 13 Subsurface Utility Report (5 -10 potholes) (each) Digital Flash Card 14 Subsurface Utility Report (10-20 cotholes) (each) Dioital Flash Card 15 Subsurface Utility Report (20 -30 potholes) (each) Digital Flash Card 16 Subsurface Utility Report (30 -40 potholes) (each) Dioital Flash Card 17 Subsurface Utility Report (40 -50) cotholes) (each) Dioital Flash Card 18 Additional Hard Copy of Utility Report ( each ) TITLE VP Field Operations Gen. Superintendent Foreman Plans/Permits Contracts/ Admin RATE $200/hr $250/hr $150/each $225/hr RATE $300/hr $350/hr $25/each $100/each $550/each $150/each $550/each $500 cer dav $1,000/per day $1,800/per night $75/hr $150/each $250/each $350/each $450/each $550/each $650/each $100/each 120 N. Andreasen Dr., Escondido, CA 92029 (760) 294-9449 www.usipothole.com 12 PSA 19-585CA HOURLY RATE $175/hr $150/hr $100/hr $100/hr $75/hr November 27, 2018 Item #6 Page 520 of 671 PSA 19-585CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Pat O'Day Principal-in-Charge $275 2. Joanne Tyler Project Manager $208 3. Brian Faraci QA/QC Manager $208 4. Elizabeth Becerra Project Engineer $175 5. Chris Endozo Project Engineer $175 6. Jason St. Aubin Design Engineer $148 7. Colin O'Brien Survey Manager $179 (prevailing wage*) 8. -2 Man Survey Crew** $292 (prevailing wage*) 9. -3 Man Survey Crew** $424 (prevailing wage*) 10. -Word Processing $85 * Prevailing wage rates are subject to change based on the Director of the Department of Industrial Relations determination, according to the type of work and location of the project. ** Four (4) hour minimum charge for survey crew time. Any site visits less than four hours will be charged as extra work to fixed fee scopes of work. SUB-CONSULTANTS NAMElFIRM TITLE HOURLY RATE*** 1. AeroTech Mapping Project Principal $180 2. AeroTech Mapping Project Manager $125 3. AeroTech Mapping Production Manager $95 Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 13 November 27, 2018 Item #6 Page 521 of 671 PSA 19-585CA 4. AeroTech Mapping Photogrammetrist II $110 Senior 5. AeroTech Mapping Photogrammetrist II $110 Senior 6. AeroTech Mapping Photogrammetrist I $95 7. AeroTech Mapping Aerotriangulation $85 8. AeroTech Mapping CAD Map Editor II $80 Senior 9. AeroTech Mapping CAD Map Editor I $70 10. AeroTech Mapping Imaging Specialist $75 11. AeroTech Mapping GIS Tech $75 12. AeroTech Mapping Administration $65 13. AeroTech Mapping Project Mobilization $250 14. AeroTech Mapping Aircraft Cessna $950 15. AeroTech Mapping Camera Digital Vexcel $750 16. AeroTech Mapping Lidar sensor $2,750 17. AeroTech Mapping Drones Inspire $320 18. Thomas (T.C.) Mueller/Underground VP Field Operations $175 Solutions 19. Travis Leigh/Underground Solutions Gen.Superintendent $150 20. Chris Mueller/Underground Solutions Foreman $100 21 Vince Dominguez/Underground Plans/Permits $100 Solutions 22. Adma Perez/Underground Solutions Contracts/ $75 Admininistration *** Subject to 10% markup. Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 14 November 27, 2018 Item #6 Page 522 of 671 PSA 19-585CA EXPENSES DESCRIPTION COST % MARKUP 1. Filing Fees Cost 10% 2. Printing Cost 10% 3. Reproduction Cost 10% 4. Deliveries Cost 10% Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 15 November 27, 2018 Item #6 Page 523 of 671 MASTER AGREEMENT FOR SURVEYING SERVICES RIGHT-OF-WAY ENGINEERING SERVICES, INC. PSA 19-587CA THIS AG~EEMENT is made and entered into as of the 7f3~ day of N~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Right-of-Way Engineering Services, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 524 of 671 PSA 19-587CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 525 of 671 PSA 19-587CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, :::>rare endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 526 of 671 PSA 19-587CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 527 of 671 PSA 19-587CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Michael Schlumpberger Title President, Project Manager Address 615 South Tremont Street Oceanside, CA 92054 Phone No. 760-637-2700 Email mikes@roweng.net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 528 of 671 PSA 19-587CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 529 of 671 PSA 19-587CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 530 of 671 PSA 19-587CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Right-of-Way Engineering Services, Inc., a California corporation (sign here) "1tdo.el .4cJ)vt¥6K!!i~. pr~e/4.,,-i- (print name/title) / ' By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 531 of 671 ,. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of S41'-1 Dr' ECJ,,-o } On C2:..-:r: / A 1 ~/ 2s before me, Jofn-1 l,..J,-y. J /< ~ ('Jo~ {Ll!&,1~ Date A,..A · Here Insert Name and Title of the Officer personally appeared · L_J I LJ--J..Cl,,;G"J... .S-, 1.-1 LIM p@.f"'Pt:; E P.,, Name.pt of Signer'1!t who proved to me on the basis of satisfactory evidence to be the person(s) whose name(wt~subscribed to the within instrument and acknowledged to me that he/sh.i'thQ,' executed the same in,b.is/heti/4heir authorized capacity~, and that by his/1;1/;li;'thei-r signature~ on the instrument the person~or the entity upon behalf of which the person(.s) acted, executed the instrument. · JOEY LUDWICZAK Notary Public · California 1 ,"~ Jj; San Diego County L 0-f.:-i{.'J.j Commission 112148546 ~ My Comm. Expires Apr 26, 2020 Place Notary Seal and/or Stamp Above z z • I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. · nature of Notary Public Completing this information can det fraudulent reattachment of this for Description of Attached Document Title or Type of Document: -----------------=--------------- Document Date:---------------~~----Number of Pages: ____ _ Signer(s) Other Than Named Above: ----~-------------------- Capacity(ies) Claimed by Signer(s) Signer's Name: ------~------Signer's Name: • Corporate Officer -Title(s),~: _______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited eneral • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other: Signer i Signer is Representing: _________ _ ©2017 National Notary Association November 27, 2018 Item #6 Page 532 of 671 PSA 19-587CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of surveying related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Arial surveying and photogrammetric services B. Geographic information systems (GIS) C. Potholing D. Property acquisition plats and legals Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 533 of 671 PSA 19-587CA Right-of-Way Engineering Services, Inc. Discipline No. 17 Surveying Services EXHIBIT B-MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Michael Schlumpberger Supervising Land Surveyor $140.00 2. Joshua Tatman Senior Land Surveyor $120.00 3. Joshua Tatman CAD Draftsman $95.00 4. Michael Schlumobern:er Land Surveyor, Field $175.00 5. Robert Gates Partv Chief, Field $100.00 9. IOUE Local 12 Members Chainman, Field $85.00 10. SUB-CONSULTANTS NAMELFIRM TITLE HOURLY RATE l. 2. 3. 9. 10. EXPENSES DESCRIPTION COST %MARKUP l. Photogrametric Services Project Based 5% 2. 3. 4. 5. Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 10 November 27, 2018 Item #6 Page 534 of 671 Right-Of-Way Engineering Services, Inc. Land. ~~eying ")'"' RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF RIGHT-OF-WAY ENGINEERING SERVICES, INC. A California corporation THE undersigned, being all the directors of RIGHT-OF-WAY ENGINEERING SERVICES, INC., A California Corporation, by this writing approve the following resolutions and consent to their adoption: WHEREAS, the Board of Directors of this Corporation, desires to grant to the Officers of this Corporation, the power to execute all corporate inshuments and documents, or to sign the corporate name without limitation, each acting alone and without approval of signature of any other corporate Officer. NOW, THEREFORE, BE IT RESOLVED, that MICHAEL L. SCHLUMPBERGER is hereby authorized and directed to act alone in signing any and all corporate documents of any kind or nature, and/or related inshuments, for the benefit of the Corporation, on such terms and conditions as MICHAEL L. SCHLUMPBERGER, in his sole discretion, deems advisable in the best interest of the corporation. This consent is executed pursuant toe subdivision (b) of Section 307 of the California Corporations Code, and is to be filed with the Minutes of Board proceedings. Executed effective January 31, 2003. Michael L. Schlumpberger President Michael L. Schlumpberger Secretary 615 S. Tremont Street • Oceanside, CA 92054 • (760) 637-2700 • FAX (760) 637-2701 E-Mail: row@roweng.net November 27, 2018 Item #6 Page 535 of 671 PSA 19-589CA MASTER AGREEMENT FOR TRAFFIC ENGINEERING SERVICES STC TRAFFIC, INC. THIS AGRl;EMENJ is made and entered into as of the :J 2tt'1 day of \>.]rirQIY\~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and STC Traffic, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in traffic engineering B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to traffic engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 O) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 536 of 671 PSA 19-589CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 537 of 671 PSA 19-589CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 538 of 671 PSA 19-589CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 539 of 671 PSA 19-589CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jason Stack Title Senior Principal Manager 5865 Avenida Encinas Address Suite142-B Carlsbad, CA 92008 Phone No. 714-315-4640 Email jason. stack@stctraffic.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[K] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 540 of 671 PSA 19-589CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide ·employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 541 of 671 PSA 19-589CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 542 of 671 PSA 19-589CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR STC Traffic, Inc., a California corporation B~~- (sign here) N,'!10/tlf, /11;11,6//; 1/,a A1s,de11.f (print name/title) (sign here) I V/,rr1~ ,~+ae ~, t fo (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~-()1--'-"'AA_..........,~-=---+----.01) ~ D~'Attorney City Attorney Approved Version 6/12/18 8 "see attached certificate'~ November 27, 2018 Item #6 Page 543 of 671 c I r 7 t7 r L/1-;l ~ ..r ~//1 IJ M /4J1 e-;t 11 G=/f ~tAe,,v,r ?'71'{__ r~/.1-r r,-) ~~ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On __ O_C_T_l_9_2_0_18 __ hefore me, Walter E. Pueschel, a Notary Public , J..,. I I ~ personally appeared_.,_f('.--"---'-I_C>-<....o___._c""-<A-:""1.-..::..J'_--'/'---"" t_l____._Al..,_,1._' .....,<..:.:: .... ".....,/'-' .... L"--C--'-/ _ ___._p--_,"--'v'--/) ____ _ who proved to me on the basis of satisfactory evidence to he the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hetshe/t,fu executed the same in ~r/their authorized capacity(ies) and that by h:i.iiher/t.!lfilr signature(s) on the instrumentthe person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and seal. Signature: _ _.,,.,.~~-----------"----- 7 Signature of Notary Public Place Notary Seal Above November 27, 2018 Item #6 Page 544 of 671 PSA 19-589CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of traffic engineering related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Traffic Calming Studies and Implementation B. Traffic Signal Design C. Traffic Impact Study Preparation and Review D. Environmental Impact Report/Review. As it relates to transportation engineering projects Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 545 of 671 Master Agreement Consultant RFQ 18-05 · Fee Schedule Project Designation Name Senior Principal Manager Jason Stack, TE, PTOE Principal Manager Senior Project Manager Nick Minicilli, PE, TE Senior Project Technical Specialist Adam Lemberg, IMSA Ill Project Manager Henry Trang, PE, TE Construction Manager Kevin Stone Project Technical Specialist Paul Pace Senior Project Engineer Joe Donaldson Senior Project Planner Balaji Shivaji Construction Engineer/Inspector Chris Comes, IMSA II Project Engineer Brett Hansen Project Engineer Alain Hungerford Project Engineer Christian Lambarth, PE Project Planner Associate Engineer Ashley Adamos, EIT Associate Engineer Joseph Walters, IMSA I Associate Planner Courtney Armusewicz Assistant Engineer Ian Barr, EIT Assistant Engineer Ivan Gonzalez Assistant Engineer Gianluca Pesaresi, EIT Assistant Engineer Brandon Schlueter, EIT Assistant Planner Engineering Intern Note: The Fee Schedule is effective through December 31, 2018. STC Traffic is a local business and there are no direct costs for mileage. Hourly Rate $210 $195 $175 $170 $160 $150 $150 $145 $135 $135 $130 $130 $130 $120 $115 $115 $105 $100 $100 $100 $100 $90 $60 {city of Carlsbad PSA 19-589CA Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultants cost without mark-up. 10 November 27, 2018 Item #6 Page 546 of 671 Master Agreement Consultant~ RFQ 18-05 ; ,,o" ';i CIRCULATE !!'_o . • .. ·,. · {Subconsultant) Fee Schedule Project Designation Name Programs Manager Catherine Thibault Planner Juan Ramirez Planner Daniela Trujillo Expenses Description Cost Mileage $0.545 / mile Copy Services $X.25 / page Circulate San Diego 1111 Sixth Avenue, Suite 402 I San Diego, CA 92101 P: 619.544.9255 F: 619.531.9255 www.circulatesd.org 11 Hourly Rate $125 $100 $100 % Markup n/a n/a {city of Carlsbad PSA 19-589CA November 27, 2018 Item #6 Page 547 of 671 PSA 19-590CA MASTER AGREEMENT FOR TRAFFIC ENGINEERING SERVICES KIMLEY-HORN AND ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 273-tPJ day of h,j ~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Kimley-Horn and Associates, Inc., a North Carolina corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in traffic engineering B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to traffic engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 548 of 671 PSA 19-590CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 549 of 671 PSA 19-590CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 550 of 671 PSA 19-590CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 551 of 671 PSA 19-590CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Kirk Ammerman Title Principal-In-Charge 421 Fayetteville Street Address Suite 600 Raleigh, NC 27601 Phone No. 619-744-0137 Email kirk.ammerman@kimley- horn.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x) NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 552 of 671 PSA 19-590CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 553 of 671 PSA 19-590CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 554 of 671 PSA 19-590CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Kimley-Horn and Associates, Inc., a North Carolina corporation Byl)dl) Qz; (sign here~ U. ,..,-. "1 L...., l . ._ \~ ~,.. Vu c P '"'-,. k (pri t name/title) By: 'P.F. (sign here) 1--1\~~, ~W<-:::t (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~ ~Matt Hall, Mayor If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: W.-ot eputyCity Attorne City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 555 of 671 Kimley>>>Horn Certificate of Secretary To Whom It May Concern: I am the duly qualified and acting Secretary of Kimley-Horn and Associates, Inc., a North Carolina Corporation. The following is a true copy of a resolution duly adopted by the Board of Directors of the corporation at the Board meeting held on December 14, 2017 and entered in the minutes of such meeting in the minute book of the corporation. "The Board unanimously approved the contract signing authority of employees as presented." (A copy of the employee lists as presented is enclosed.) The resolution is in conformity with the articles of incorporation and bylaws of the corporation, has never been modified or repealed, and is now in full force and effect. Dated: Richard N. Cook, Secretary November 27, 2018 Item #6 Page 556 of 671 ATLANTIC NEWPORT NEWS Collins, Carroll E. NORTHERN VIRGINIA Carter, Erica V. Elman, Paul D. Kauppila, John L. Lefton, Steven E. Martin, Robert J. Murphy, Terence T. Sauro, Thomas J. Stevens, Ross S. Whyte, Richard D. Yarnal, Brian D. RICHMOND Brewer, Brian J. Harmon, Amanda R. Lickliter, Ashley C. White, Timothy E. VIRGINIA BEACH Chambers, Jon S. France, William D. Mackey, William F. Marscheider, Edward A. Nash, William A. Royal, Jack R. Tewksbury, Carl F. WHITE PLAINS Gibson, Adam T. CALIFORNIA LOS ANGELES DOWNTOWN Blume, Robert D. Fares, Jean B. Kerry, Nicole M. Kyle, Gregory S Phaneuf, Alyssa S. OAKLAND Akwabi, Kwasi Dankberg, Adam J. Durrenberger, Randal R. ORANGE Adrian, Darren J. Ciandella, Serine A. Fares, George 8 . Hourigan, E. Vincent Matson, Jason B. Melvin, M. Pearse Phillips, Chad E. PLEASANTON Mowery, Michael C. Pulliam, John E. Sowers, Brian E. SACRAMENTO Melvin, Enda Squires, Christopher A. Weir, Matthew D. Kimley-Horn and Associates, Inc. FULL CONTRACT SIGNING AUTHORITY December 14, 2017 SAN DIEGO TAMPA PHOENIX Barlow, MattheWT Gilner, Scott W. Conrad, John R. Espelet, Leonardo E. White, Wayne E. Hermann, Michael J. Harry, Jennifer L. Kissinger, John C. Kaltsas, Joseph D. VERO BEACH Leistiko, David J. Knapton, Michael J. Cave, Derrick B. Mutti, Brent H. Laodaal, Dennis J. Good, Brian A. Noon, Lisa K. Meyerhofer, Peter N Peed, Brooks H. Omais, Ahmad A. Podegracz, Anthony J. Roberson, Kevin M. Perillo, Adam C. Ross, Michael S. Stephens, Britt L. Pretorius, Petrus S. Purtle, Vicki L. SANJOSE WEST PALM BEACH Schiller, Michael G. Hedayat, Leyla Atz, John C. Smalkoski, Brian R. Venter Frederik J. Barnes, R. Russell Heggen, Christopher W. TUCSON FLORIDA Jackson, Kenneth W. Crowther, Brent C. BOCA-DELRAY Mufleh, Marwan H. Schwartz, Michael F. Rapp, Bryan T. SOUTHEAST Webber, Jason A. Schanen, Kevin M. ALPHARETTA Sumislaski, James M. Fanney, Lawson H. FORT LAUDERDALE Walthall, David W. Hamilton, James R. Alam, Mudassar M. Walker, John D. Capelli, Jill A. MID-WEST Webb, Floyd C. Falce, Christopher T. CHICAGO McWilliams, John J. DOWNTOWN ATLANTA Ratay, Gary R. Dvorak, Jr., William E. James, Alvin B. Saxena, K.K. Morton, Jr., Arthur J. Rushing, Michael L. Wilson, Deborah L. JACKSONVILLE CHICAGO Mecca, Joseph P. SUBURBAN ATLANTA MIDTOWN Roland, George E. Antony, Dean M. Fink, Kenneth L. Heinen, Andrew N. Meador, Emily H. LAKELAND Montanye, Emmeline F. Bulloch, Kelly B. INDIANAPOLIS Ross, Robert A. W ilson, Mark E. Butz, Jr., William A. Stricklin, David L. MIAMI TWIN CITIES CHARLOTTE Baldo, Burt L. Bishop, Mark C. Blakley, Jr., Stephen W. Buchler, Aaron E. Coyle, Daniel J. Edwards, Matthew A. Campbell, David C. Danielson, Paul B. Hume, Robert M. Collier, Julio A. Horn, Jon B. Wilhelm, William R. Fernandez, Jorge L. Leverett, Christopher C. Matzek, William D. DURHAM DQWNTOWN OCALA Williamson, Sarah T. Beck, Chadwick W. Bryant, M. Lewis Busche, Richard V. MOUNTAIN MEMPHIS DENVER Collins, James F. ORLANDO Colvin, Scott W. Danley, Drake E. Chau, Hao T. Krell, Gabriel M. Jackson, Jay R. Phelps, Randall J. NASHVILLE Martin, Jonathan A. Rowe, Curtis D. Dufour, Zachary J. Mingonet, Milton S. Salvagio, Robin Rhodes, Christopher D. Thigpen, Jonathan D. Valentine, Brian W. RALEIGH SARASOTA LAS VEGAS Adams, Richard C. Nadeau, Gary J. Ackeret, Kenneth W. Barber, Barry L. Schmid, Seth E. Colety, Michael D. Burchett, Thomas F. Stovall, Thomas M. Byrd, Michael N. MESA Cook, Richard N. TALLAHASSEE Margetts, Sterling T. Deans, Neil T. Barr, Richard R. Marin, Laura S. Dunzo, Mark W. Sewell, Jon S. Walnum, Nathan C. Flanagan, Tammy L. Kuzenski, John McEntee, David L. Nuckols, Charles A. Penny,H.Dean RALEIGH CONT. Rohrbaugh, Richard R. Sutter, Karl V. Venters, Samantha Wilson, Jon E. Wilson, Mark S. TEXAS AUSTIN Boecker, Brian C. Van Leeuwen, Andrew DALLAS Hall, James R. Henigsman, Dean A. Hoppers, Kevin P. Nathan, Aaron W. Smith, Eric Z. Swindler, Roderick P. Wilshire, Roy L. FORT WORTH Arnold, Scott R. Gary, Glenn A. James, Jeffery FRISCO Brignon, Brit A. McCracken, Paul D. HOUSTON Frysinger, Chris V. Guillory, Michael B. LAS COLINAS Tribble, Guy B. November 27, 2018 Item #6 Page 557 of 671 Kimley-Horn and Associates, Inc. STANDARD CONTRACT SIGNING AUTHORITY December 14, 2017 These persons have authority to sign contracts using unmodified Kimley-Horn forms (not client-drafted contracts). ATLANTIC SAN DIEGO CHICAGO SUBURBAN COLUMBIA SAN ANTONIO BALTIMORE Koopman, Jennifer R. Kaufman, Philip R. Guy, Jonathan R. Cox, B. Matthew Falk, Katherine W. McCormick, Matthew Rahman, M. Anees Iser, Christopher M. Farnsworth, Jeffrey A. Kraft, Jonathan H. McWhorter, Samuel L. Sjogren, Timothy Holscher, Nicholas F. Sorenson, David K. DURHAM DOWNTOWN NEWPORT NEWS COLUMBUS Lewellyn, Earl R. THE WOODLANDS Weist, Jamie H. SAN JOSE Muller, Justin M. Freeman, Jr., Steven C. Johnson, Miles R. ROCHESTER LEXINGTON NEW YORK Worthington-Forbes, Payne, Lucas C. Heustess, Aaron M. Van Hise, Kevin Laura MEMPHIS TWIN CITIES Monroe, Kenneth W. NORTHERN VIRGINIA FLORIDA Henderson, Benjamin J. Albright, Michael R. BOCA-DELRAY Libby, Jonathan N. NASHVILLE Ameel, Adrienne C. Spruce, Michael D. Lincoln, Thomas J. Boles, Brendan Giffin, Geoffrey D. Pertzsch, Jerry D. Creasman, Brett Harris, Michael J. FORT LAUDERDALE Sieh, Patricia D. McMaster, Ryan Markham, Daniel C. Dabkowski, Adrian K. Witzig, Jeanne M. Teague, M. Zach Robertson, Stewart E. RALEIGH MOUNTAIN Bostic, Christopher 0. PHILADELPHIA FORT MYERS DENVER Cochran, Adam P. Caponigro, Anthony A. Van Buskirk, Peter T. Steder, Matthew C. Gresham, Teresa R. Turner, Meaghan M. Hachem, Stephanie L. RICHMOND JACKSONVILLE Howell, Cory J. Ellington, David B. Brenny, Martin T. LAS VEGAS Moore, Jeffrey W. McPeters, Brian A. Schilling, William J. Belsick, Jody Reed, Elizabeth A. Musarra, Salvatore J. Moles, Richard A. Robinson, Larry D. LAKELAND VIRGINIA BEACH Lewis, Jason A. MESA TEXAS Brich, Stephen C. Grandy, Michael L. AUSTIN Crum, Katie E. MOBILE Mason, Sean R. Farthing, Andrew P. Walker, Jordan W. PHOENIX Neal, Trey A. Jucksch, Rebecca R. Burgess, Lisa M. Parker, Brian J. Mertig, Karl E. ORLANDO Burns, Leslie D. Smith, Robert J. Miller, Edward W. Burkett, Leon F. Delmarter, Michael L. Niss, Robyn M. Tarnang, Edwin L. Haney, Stephen E. BRYAN/COLLEGE Williams, Kyle D. Tate, Jr., S. Clif STATION RENO Harris, Joseph C. WHITE PLAINS SARASOTA O'Brien, Molly M. Canning, T. John Conerly, William E. DALLAS Klepper, B. Kelley SALT LAKE CITY Galloway, Steven D. CALIFORNIA Pankonin, James R. Johnson, Zachary A. Gaskey, Kevin S. LOS ANGELES OT Harris, Mark E. Chakravarthy, Srikanth TALLAHASSEE TUCSON Kacir, Kent C. Choi, Michael Wetherell, Ryan S. Solis, Richard P. Lucas, Matthew A. Underwood, Sarah M. OAKLAND TAMPA SOUTHEAST Dean, Felicia C. Hatton, Christopher C. ALPHARETTA FORT WORTH Lee, Nathan Q. Fanney, Angela L. Morales, Hugo ORANGE West, Brian B. Holst, Tyler J. VERO BEACH FRISCO Melchor, Jason J. Husainy, Kinan F. ATLANTA Dickey, Kyle A. Regueira, Eric Kiefer, Michael E. Newton, Gary T. Millner, Daniel C. Van Rens, Peter J. Safford, Ryan C. PLEASANTON ATLANTA MIDTOWN Carley, Daniel C. WEST PALM BEACH Bosman, Eric S. HOUSTON Whaley, Tyler J. Fairchild, Angelina Coleman, Sean H. Frysinger, Ashley M. Potts, John E. Johnston, Sean P. Kirkland, Mark R. SACRAMENTO Strychalski, Raymond P. Klein, Paul A. MIDWEST Warfield, M. Casey LAS COLINAS Pittalwala, Fareed S. CHICAGO DOWNTOWN Delmotte, Ryan M. Tait, Zachary T. Lemmon, Peter CHARLOTTE Marnell, Colleen L. Taylor, Benjamin S. MCKINNEY Watts, Austin L. Riccardi, Joseph C. November 27, 2018 Item #6 Page 558 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 0a n D ·()go County of '0 f ~· ~ ) On N(J\/'ehlber lo, 2018 before me, Jessic{1 Johnson) Nu-fr1r;J pu bl iv (insert name and title of the officer) personally appeared M attr)e,1/J (¾ r I (/)IV Ci nci Denn JS Lo nd Cl a I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) _¢'/are subscribed to the within instrument and acknowledged to me thatjre/¢e/they executed the same in ~/!;>lr/their authorized capacity(ies), and that by ¢/!)et/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature cf}M,:U(C{ ~J ! ....... JESSICA JOHNSON i ~ ,· · Commission No. 2193505 ~ i NOTARY PUBLIC -CALIFORNIA ] t . . SAN DIEGO COUNTY ~ I Commission Expires April 24, 2021 i (Seal) November 27, 2018 Item #6 Page 559 of 671 PSA 19-590CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of traffic engineering related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Traffic Calming Studies and Implementation B. Traffic Signal Design C. Traffic Impact Study Preparation and Review D. Environmental Impact Report/Review. As it relates to transportation engineering projects Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 560 of 671 EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Kirk Ammerman Sr. Professional 2 $230.00 2. Dave Sorenson Sr. Professional 3 $285.00 3. Jon Collins Sr. Professional 2 $230.00 4. Leo Espelet Sr. Professional 2 $230.00 5. Mychal Loomis Professional 2 $195.00 6. Matt Horton Professional 1 $165.00 7. Amy Jackson Professional 1 $165.00 8. David Park Professional 1 $165.00 9. Mark Araujo Professional 1 $165.00 10. Brian Herting Professional 1 $165.00 11. Sr. Professional 3 $285.00 12. Sr. Professional 2 $230.00 13. Sr. Professional 1 $210.00 14. Professional 2 $195.00 15. Professional 1 $165.00 16. Analyst $135.00 17. Sr. Accountant $135.00 18. Support $105.00 SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. 2. 3. EXPENSES DESCRIPTION COST %MARKUP 1. Mileage Current IRS Rate/ mile 2. Outside Printing and Actual Cost 10% Reproduction 3. Delivery Services/USPS Actual Cost 10% 4. Misc. Field Equipment/Supplies Actual Cost 10% 5. Subconsultants Actual Cost 10% 10 PSA 19-590CA November 27, 2018 Item #6 Page 561 of 671 PSA 19-591 CA MASTER AGREEMENT FOR TRANSPORTATION PLANNING SERVICES CHEN RYAN ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 2~ day of ----l-->o-d--t,,A.J,-----"-«-.!...!-"--19,:::.,,_~=;__• 2018, by and between the City of Carlsbad, a municipal corporation, "City"), and Chen Ryan Associates, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in transportation planning. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to transportation planning. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 562 of 671 PSA 19-591 CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 563 of 671 PSA 19-591 CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 564 of 671 PSA 19-591 CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 565 of 671 PSA19-591CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Stephen Cook Title PE, Principal-In-Charge 3900 5th Avenue Address Suite 310 San Diego, CA 92103 Phone No. 619-795-6086 Email scook@chenryanmobility.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesIBJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 566 of 671 PSA 19-591 CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 567 of 671 PSA 19-591 CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 568 of 671 PSA 19-591 CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Chen Ryan Associates, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: jf{lj__~ Deputy City Attorne City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 569 of 671 PSA 19-591 CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of transportation planning related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Non-Motorized Active Transportation Plans, Study, Design (Pedestrian / Bike/ ADA) B. Livable and Complete Street Policies, Programs and Design C. Safe Route to Schools Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 570 of 671 PSA19-591CA EXHIBIT B -SAJ\.1:PLE MASTER AGREEl\ffiNT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Stephen Cook, PE Principal $210 2. Brian Gaze, AICP Senior Professional $185 3. Ross Duenas, PE Senior Professional $210 4. Dale Domingo, EIT Professional $165 5. Sasha Jovanovic Professional $165 6. Andrew Prescott Planner $145 7. Aaron Galinis Professional $145 8. Jonathan Sanchez, EIT Analyst II $145 9. Katja Dillmann Analyst I $120 10. Veronica Pena Administrative $85 11. Intern Intern $75 SUB-CONSULTANTS , NAME/FIRM TITLE HQURLY RATE 1. 2. 3. 10 November 27, 2018 Item #6 Page 571 of 671 PSA 19-591 CA EXPENSES DESCR1PTION COST %MARK.UP 1. Mileage $0.545 I mile 10% 2. 3. 4. 5. Master Agreement Consulting Services 14of24 Request for Qualification R.FQ No.18-05 11 November 27, 2018 Item #6 Page 572 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of So.r::CJ) ~ es "tl On B-J~ ~b 1" 9oCT, before me, --+-....____--...~............,oeL...:.lO~"----"--""'~____._,,,,___._,__.__...O,L..IDLf--L--'-+":J"'.......__ Date / personally appeared --~~r.--CifJLLl.!W"....L-1,.==--.d..~~..6~~-.L.d:2Cl-~~===========::c" who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ···········1 ,-•,,,;,·;,,, 5. B. ELCHEDDADI . i /f :-.. ~~,, Notary Public. Cal1fornia :i ; i :,:"lf';\'11;~ San Diego County ". .· (-•t-1f• :J!,~ Comm1~~1on # 2240018 C ,8'¥,1,,• My Comm. ExpimApr 27, 2022 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Documen~:! ,!1u? C\n,. ~ l- Title or Type of Document: ---~L_l!J_ _ _...,j(J;fM.~~rp:..l'-~-~-"'_,,"--i_,...4-+""'-y-+-'-~.=:t'YtM.f,__,_ __ .:__ _________ _ DocumentDate: I 0/&1 / 3o\~ NumberofPages: _ ___JIHlf--- Signer(s) Other Than Na1me':lb:e: _· 4 ______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other: Signer is Representing: _________ _ Signer is Representing: _________ _ ©2017 National Notary Association November 27, 2018 Item #6 Page 573 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 :o:o:o:o:o:o:o:o:o:o:~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California who proved to m~n the basis or satisfacto;;-evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~-~~& cAdda&t· !signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document~ -~ A J- Title or Type of Document: ----+--LJ4-l.--=-,,-s,,,.t&"4~..,_q_..:E...J1£.._-+--413-""1--Q_,____,,,&"""'-::_YY].:.....1-€=-:."1_._ _________ _ DocumentDate: 'ol~b /~~[¥ ' NumberofPages:_---1\µ\ __ Signer(s) Other Than Nfune;{i;ove: ~----========---------- Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other: Signer is Representing: _________ _ Signer is Representing: _________ _ ~:o:o:olJ:o:o:~ ©2017 National Notary Association November 27, 2018 Item #6 Page 574 of 671 PSA 19-592CA MASTER AGREEMENT FOR TRANSPORTATION PLANNING SERVICES FEHR & PEERS THIS AGREEMENT is made and entered into as of the b ~ day of :h,l 12',£,Yv:)~, 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Fehr & Peers, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in transportation planning. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to transportation planning. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 575 of 671 PSA 19-592CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 576 of 671 PSA 19-592CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 577 of 671 PSA 19-592CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 578 of 671 PSA 19-592CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement-. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Schrab Rashid Title TE, Principal 555 West Beach Street Address Suite 302 San Diego, CA 92101 Phone No. 619-758-3002 Email s.rashid@fehrandpeers.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 579 of 671 PSA 19-592CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies -ava11ao1e·10-lhe·n, at raw.----------------~----~--·------·--- 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 580 of 671 PSA 19-592CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for • a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 581 of 671 PSA 19-592CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Fehr & Peers, a California corporation (sign here) CS CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ma r 10 ,, Do" ,1 e /Ii ;..,-r!f p,/1-;,u:JJ tgj:c_ t1 (print na e/title) , If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 582 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Calif9{nia County of Lh,-\o,, ~ On _____.,,Q~vb.a....><a:.,<Jk----\ ....... \ -r-""J-D~l f'--before me, __ ja_,· l,<I.JnL...lle ...... e+Ja'----'-'m'-'-'.'-----')<''--'-L=~=.s.1.1-·, ~--:n.c;__ ___ _ I (insert name and title of~ officer) personally appeared -----'-L-J.#Vl--1-L-sa.!:Jo.t........_aL....----1....._~J.4---------------- who proved to me on the basis of satisfactory evi ence o be the person( s) whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal} ... ...... November 27, 2018 Item #6 Page 583 of 671 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Calif~ County of ~ wh J On Oci?ar '' 1£) 1 t I before me, ___ cS"""'-"'a-'-'n'-"-'u"-La..J--..:....VD...i.;-'---'-¼-=..,s_· '--'~'-1-,· ..... M...._orL...-___ _ (insert name and title of the OOicer) personally appeared --1-L4""..L..J.J.....,__~.a....a.._...,..a.,,,cq,~---------------- who proved to me on the basis of satisfactory evid nee to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. {Seal} November 27, 2018 Item #6 Page 584 of 671 PSA 19-592CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of transportation planning related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the.following: A. Non-Motorized Active Transportation Plans, Study and Design (Pedestrian, Bike, ADA) B. Livable and Complete Street Policies, Programs and Design C. Safe Route to Schools Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 585 of 671 FEHR&PEERS MASTER AGREEMENT RATE SCHEDULE Discipline #19 Transportation Planning Prices valid through 3-Year Term of Agreement NAME 1. Schrab Rashid 2. Jason Pack 3. Matt Ben·amin 4. Josh Peterman 5. Ka Cole 6. Ste hanie Chen 7. Nathan Schmidt 8. Claude Stra er 9. 10. 11. Tamara Zdvorak 12. Senior Staff, Administrative Su 1. Dudek Princi al 2. Dudek Project Manager 3. Dudek Planner (IV-VQ 4. Dudek Planner (l-111) 5. Dudek Anal st 6. Dudek Administration 7. Mark Thomas & Company Senior Princi al Rob Himes 8. Mark Thomas & Company Senior Associate Darin Johnson 9. Mark Thomas & Company Pro·ect Mana er Arturo Vivar ort 10. Mark Thomas & Company Project En ineer 11. Mark Thomas & Company Design En ineer 12. Mark Thomas & Com an Technician 13. Mark Thomas & Company Administration/ Accounti n 14. National Data Services / TITLE Princi al Princi al Princi al Princi al Princi al Associate Associate Senior En ineer En ineer/Planner GIS/CAD Technician Visual Communications Senior Administrative Assistant Environmental Services Princi al Environmental Services Project Mana er Environmental Anal st Clerical Administrative Assistant President/Senior Principal Senior Engineering Manager Project Manager Senior Project Engineer Design Engineer Senior Project Accountant Traffic Data Collection Specialist 10 PSA 19-592CA HOURLY RATE $265 $275 $280 $275 $225 $195 $190 $185 $140 $125 $155 $130 HOURLY RATE $240 $225 $155 $140 $115 $90 $412 $322 $192 $162 $124 $86 $124 $60 1 November 27, 2018 Item #6 Page 586 of 671 1. 2. 3. 4. DESCRIPTION Milea e FEHR& PEERS MASTER AGREEMENT RATE SCHEDULE Discipline #19 Transportation Planning Prices valid through 3-Year Term of Agreement COST $0.56 Per Mile Direct Costs/Reimbursable Ex enses Actual Cost Voice and Data Communications Actual Cost as Percenta e of Labor Sub-Consultants Actual Cost 11 PSA 19-592CA %MARKUP 10% 10% 10% 10% 2 November 27, 2018 Item #6 Page 587 of 671 PSA 19-593CA MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES UNDERGROUND SOLUTIONS, INC. THIS AGREEMENT is made and entered into as of the ~~ day of 1'JD\.t:€NY\~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Underground Solutions, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in Utility Locating/Potholing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to Utility Locating/Potholing. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 588 of 671 PSA 19-593CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand ($200,000) dollars per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 589 of 671 PSA 19-593CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 590 of 671 PSA 19-593CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 591 of 671 PSA 19-593CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name T.C. Mueller Title V.P., Field Operations, Project Manager Address 120 N. Andreasen Drive Escondido, CA 92029 Phone No. 760-294-9449 Email mearme@usipothole.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[K) No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 592 of 671 PSA 19-593CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 593 of 671 PSA 19-593CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 594 of 671 PSA 19-593CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR UNDERGROUND SOLUTIONS, INC., a California coq:~ouNu::,n By: __ (sign here) Michael E. Arme, President (print name/title) Adma Perez, Assistant Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By~r ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney 8 .... uached Netarial c-,dllaatie City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 595 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego } On __ '1).c..-.c.C._,_'f_l _9--,---=-1-=t-'-/ ...... ~---_,, before me, INDERJEET SINGH, N __ O~T~AR~Y~P~U~B_L_I_C _________ personally appeared A D M ':i N i () ,' A f fc-(L C 2- who proved to me on the basis of satisfactory evidence to be the person(~ whose name~ is/are subscri~d to the within instrument and acknowledged tome that he@hey executed the same in his~';J:heir authorized capacity(~), and that by his,{he{'their signature(Bt on the instrument the personEsr, or the entity upon behalf of which the perso'n-Es, acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct. PLACE NOTARY SEAL ABOVE Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of attached document Title or type of document: ~l1+£~(l~C .ac...E M_______cf_1\:_r:5_..____-__,t'--~-L __ L=--'-' r_l· l_1_·1 ..... 1_· _.,l,...,.h....,C,..L,,l)+-<J'--J_' AJ___,_$--+/_()_o1_n_v~L_i _N_._~ ( I )(: i\v1 CC' \f,C l<Z._ \ DocumentDate: ___ l_o ___ ,_s'--,,.._'l_-c_11~&' .... · _____ NumberofPages: __ J_o ___ _ Signer(s) Other than Named Above: ____________________ _ November 27, 2018 Item #6 Page 596 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ~::~:fo~alc;)Q,i ~ -g S'i) : fl a n I I On / 0 -( q_ I '7f before me, Ad,,,q P~? '2-L ~D~ ,u{;i /4:y Yitb //c_ Date J#, /)_!Here Insert Name anl:J ,tie o the Officer personally appeared L:j_t ~ uE . /4= m --e. Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~-whose name(st is/are subscribed to the within instrument and acknowledged to me that he/sJ:lelthQ1/ executed the same in his/herfthetr authorized capacity(iest, and that by his/~r signature~n the instrument the person'5)., or the entity upon behalf of which the person(s}-acted, executed the instrument. I certify un r PENAL Y under th aws of the St e of Cali rn a that t e fore d correct. Place Notary Seal Above ---------------oPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docu nt Title or Type of Do~t:' .---L~a~~::::i.______/{_'_g~~~~ Documer; Drte: I O --( c;>-t % Number of Pages: ~ Signer(s) Other T Named Above: ~,< Q t:)Pr Q Capacity(ies) Clai d Sig r s) {2_ Signer's Name: r1,t. r§;kQorporate Officer -Title(s): ---'L--.:C.....-+-4-"--"--'=-=...L.. l] Partner -C Limited [J General IJ Individual • Attorney in Fact 1J Trustee rJ Guardian or Conservator L J Other: _____________ _ Signer Is Representing: _________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ l] Partner -• Limited • General L J Individual • Attorney in Fact [.l Trustee • Guardian or Conservator lJ Other: ______________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 597 of 671 PSA 19-593CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utility locating and potholing related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Utility research / documentation B. Field determination I documentation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 598 of 671 ~ UNDERGROUND SOLUTIONS STAFF '-"~, POSITIVE~ ITEM NAME 1 Thomas (T.C.) Mueller 2 Travis Leigh 3 Chris Mueller 4 Vince Dominauez 5 Adma Perez LOCATING 11-man crew\ ITEM NAME 1 Electromaqnetic locatina 2 GPR locatinq 3 Utilitv Vault Dios -each 4 Soncle/Push Rod locatina POTHOLING Nacmaster 4000 incl 2-men crew) ITEM NAME 1 Pothole Service (Prevailina Waae)oer hour/reg 2 Pothole Service (Prevailina Waoe\ner hour/oremium 3 Cold-Mix Amhalt (each) 4 Perma Patch / Raoid Set/Hot Mix Asohalt Repairs 5 Hot-Patch Asohalt Grind & Overlav (each) 6 Traffic Control Plans Iner sheet) 7 Traffic Control Plans-Enqineer-stamoed (ner sheet) 8 Standard Traffic Control loer dav) 9 Maior Traffic Control loer dav) 10 Niahttime Maior Traffic Control (ner dav) 11 Flaaman Service roer man hour)-Prev Waae 12 Subsurface Utility Reoort (1 -5 POtholes) (each) Diaital Flash Card 13 Subsurface Utilitv Reoort (5 -10 ootholes) (each) Digital Flash Card 14 Subsurface Utilitv RePOrt (10 -20 POtholesl (each) Diaital Flash Card 15 Subsurface Utility Repart (20 • 30 p0tholes) (each) Digital Flash Card 16 Subsurface Utility Rep0rt (30 -40 p0tholesl (each) Diaital Flash Card 17 Subsurface Utilitv Reoort (40 -50) ootholes) (each) Diaital Flash Card 18 Additional Hard Copy of Utility Reoort ( each ) TITLE VP Field Operations Gen. Superintendent Foreman Plans/Permits Contracts/ Admin RATE $200/hr $250/hr $150/each $225/hr RATE $300/hr $350/hr $25/each $100/each $550/each $150/each $550/each $500 nerdav $1,000/ner dav $1,800/per night $75/hr $150/each $250/each $350/each $450/each $550/each $650/each $100/each 120 N. Andreasen Dr., Escondido, CA 92029 (760) 294-9449 www.usipothole.com 10 PSA 19-593CA HOURLY RATE $175/hr $150/hr $100/hr $100/hr $75/hr November 27, 2018 Item #6 Page 599 of 671 PSA 19-595CA MASTER AGREEMENT FOR UTILITIES MODELING SERVICES HOR ENGINEERING, INC. THIS AGREEMENT is made and entered into as of the ~ day of ~b.e(Z.___ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and HOR Engineering, Inc., a Nebraska corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting that is experienced in utilities modeling. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities modeling. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 600 of 671 PSA 19-595CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 601 of 671 PSA 19-595CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 602 of 671 PSA 19-595CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies that include the City as an additional insured and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill 4 City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 603 of 671 PSA 19-595CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jennifer Duffy Title PE, Project Manager Address 591 Camino de la Reina Suite 300 San Diego, CA 92108 Phone No. 858-712-8400 Email jennifer.duffy@hdrinc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 604 of 671 PSA 19-595CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 605 of 671 PSA 19-595CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 606 of 671 PSA 19-595CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR HDR Engineering, Inc., a Nebraska corporation By: (sign here) Aaron M. Meilleur, Vice President By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By ~ If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY e&Jcy gf: City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 607 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Los P,., n@e\e5 ) On Oc\-o''O(Y' 15 I '2.01~ before me, Je,nf\ 1~·(,.'( f. IY\O✓eY'\ I ~O~O.v~ y\A'o\ \ C., ' Date Here Insert Name and Title of the '6fficer personally appeared _A~O.~Y'_O_YI __ M_CA_' -t_.\-_\-\_e_w __ N\_e,,_\_\ \~e,,~lA_'< ____________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. @ JENNIFER ~RIORICH THORtN ; Noto1ry Publ. ic -Californi.i .z r lo!i. Ang~l~s County .r Commission I 21,,7334 My Comm. Expires Jun 11, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------oPTTONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ C-1 Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: ______________ _ • Other: ______________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 608 of 671 CERTIFICATE The undersigned hereby certifies that she is the Assistant Secretary of HOR Engineering, Inc., a Nebraska corporation (the "Corporation"), and that, as such, has custody of the minute books of the Corporation, and that, by Consent and Agreement of the Board of Directors dated May 17, 2017, the following resolution was unanimously adopted: "RESOLVED, that effective immediately and until termination of said individual from the Corporation, or until recision by the Corporation's Board of Directors, whichever occurs first, the following individuals are hereby granted the nondelegable authority to execute or approve on behalf of the Corporation, contracts, amendments or change orders for engineering services and architectural services incidental to engineering services to be rendered by the Corporation, ... , or releases of claim or lien in connection with such services, such contracts, amendments, change orders or releases so executed or approved shall be binding upon the Corporation: ... Aaron M. Meilleur-Vice President. .. " The undersigned further certifies that the foregoing resolution has been spread in full upon the minute books of the Corporation and is in full force and effect. DATED May 31, 2017. (CORPORATE SEAL) ~~-~ u~""- Bonnie J. Kudi: Asst. Secretary November 27, 2018 Item #6 Page 609 of 671 PSA 19-595CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities modeling tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. CIP Prioritization (Supply/ Fire Flow/ Capacity Issues) B. Demand and Flow Projections C. Model Data Gap Analysis and Recommendations D. Pressure Zone Analysis E. Shutdown/ Bypass Analysis F. Supply, Fire Flow, Capacity Assessment and Recommendations G. Support (Water/ Recycled Water/ Sewer Models) H. Support with Inundation Modeling I. Water Quality Review Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 g November 27, 2018 Item #6 Page 610 of 671 PSA 19-595CA City of Carlsbad I RFQ 18-05 Master Agreement Consultant Services I Rate Schedule I-)~ 'liT~ ~~ ·"1 1:1w: •~,~~·'t rn.:m~~~-w\it"~1r;:1;'~)~W!\;~~'1!<'.fff?iYJ.i~f. ),?~\ 1',~~~\i;m:fz,1;,r:;m~i~f; tY~'~W•'J:0 rriy w"~l,,(I'•f<l' ./\})~("rp;t~~)W;,Pf?ill~f;t0'lf{>W~Wt:'~7fi)Ir'\if''ff7, 'J''"':'¾ ,':.~"{lft.:f.l ;J;~~1J: ";J1Y'i¾..,.0 1,i,,,,1.,,;t;,_, ,, ~ 1':,,'.,:,' )l':),,;"'•''·tt: ''hY:1t'':·,,1,fi /1;c::1, , ,;• , ,u,:·: · c': :1('"'/:t,-..,,,, '\:11, ,.,,'( ,',t,<·, .·, '1•1 ,, ,·•,'I,;,'',,•,•\'':"!!" 1 /?',;i,:.,, :-•;','":,'t,., ,:,:; ·,.1; 11fi>1tS'Cl'l~1h't1eti,J·11t!.lft1it1·1~()' ehni'g »",I,,, , ,., , ', ,, ,I;/;' .. ;,,,: i'i ,'' . ~ , ,_ :, ,•[, +·,, a I ' ',I, '/ (.,,I: I'; .. \·/ l\}1~~: {;r,· \' I :· , .. t ;t~~ ,/~\:: if;1i.i\ti11\z/~;, ,;•~·,1wl•?i,11 .'~ ~r:' h\JI /,';:,-. " ,.),": I ,:1 : ; .. ~: '. es'I Jj' ) i'j\;f:, :>\: .$ \~;,:, ,,,;, ::;. c' 11 t:;I ' \ ,''!. \-~,;; ,~),; 1{ 1{~ :; :·/\\, ~{.,,: •1: ~';, •' l' ~: ~ ~~ JJ.½t9h1\; (I;,',,!• ( '1 1 ,, lffi:_.:\,Vi'.l:/ \11,,,~)~ 4".', L .. til~{l· llh .t'PWtili.>it~~., 'i11,1 }, ~ft 't ,, ,; ifJft•11 11 •1,i, t« ~1 ~"''~) '\~I• 1 \1!.>t 'L!~tl: ti}~, ;c lli' , If" )J,,11~1-.,, ,., ,'A.i;X ~._it1 ,.. ... ,,.t'tJJ.' /-1;: E'' t~#{)'.!,-i"' Jl!.,,,.;!:tij,~fu t .. i1r, ·.,v~t.., EXHIBITB Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE \ Jennifer Duffy -· -~------··-~·---··- 1 Project Manager $320 . ·-·- 2 Dean Gipson Principal in Charge $340 3 Sasa Tomic Quality Assurance/Quality Control $320 4 Roger Null UtiJity Planning Technical Support $320 5 Joel Engleson Hydraulic Modeler $160 6 Tarun Gil Senior Hydraulic Modeler $240 7 AmyOmae Project Engineer $220 -~·~•·- 8 Dragi Stefanovic Senior Water Resources Engineer $310 9 Junior Project Engineer $140 10 Sr, GIS Analyst $180 11 GIS Analyst $140 12 Document Specialist $120 13 Project Coordinator $120 ·-14 Engineering Intern $110 15 Project Coordinator $120 SUBCONSULTANTS ·-~ ..... ~,;:,z=:;,:= NAME/FIRM TITLE HOURLY RATE ·-·-·--·-- 1 Mark Elliott, Jacobs Utility Planning Technical Support $300 2 Leanne Hammond, Jacobs Sr Hydraulic Modeler $240 3 /Jacobs Hydrauilic Modeler $160 4 /Jacobs __ ,, ____________________ Project Coordinator $120 EXPENSES -=-~--= .. ......:~.----DESCRIPTION COST %MARKUP 1 Mileage $0.54.5 per mile, or as permitted by IRS 5% 2 Printing -B&W 81/2 x 11 $0.05 per sheet 5% 3 Printing -Color 81/2 x 11 $0.15 per sheet 5% hdrinc.com 10 3 November 27, 2018 Item #6 Page 611 of 671 PSA 19-597CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT AND CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES PROTEUS CONSUL TING THIS AGREEMENT is made and entered into as of the ~ day of j\}b\l'·fYY)\;2et'.2--:: , 2018, by and between the CITY OF CARLSBAD, a municipal corporatioo, ("City"}, and PROTEUS Consulting, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in utilities project management and capital improvement project implementation. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities project management and capital improvement project implementation. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 612 of 671 PSA 19-597CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 613 of 671 PSA 19-597CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 614 of 671 PSA 19-597CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 615 of 671 PSA 19-597CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Soma Bhadra Title CEO, Project Manager Address 4849 Ronson Court, Suite 208 San Diego, CA 92111 Phone No. 858-353-2805 Email soma@consult-proteus.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [8l No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 616 of 671 PSA19-597CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 617 of 671 PSA 19-597CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 618 of 671 PSA 19-597CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR PROTEUS Consulting, a California corporation (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: SOMA 'BHA."DRA., C£D/PR-ESrD£NT ' (print name/title) (sign here) SoMA '6HAD~> CSEcR~TARy (print name/title) ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: !CU Ck/? Deputy City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 619 of 671 • Jurat Certificate California only A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Ca-lif-or-ni-a--~~-~1no_JOJ_1iie1~g~~0:__1~------------------County of I -;10 ffi d) before me on this ____ }_j'.__ ______________ _ Subscribed and sworn to (or a rme -~r?_Lr\2IVV7~/A-_JQ3Qth~a~Jwr°"~--- day of cc-+ohe ( 2011 by .__:) l _j Q I f (/\._,, pcoved to me on the basis of satisfacto')I evidence to be the person(s) w~ ~ Place Sea/ Here Signature -~--t"-:::::a-~"""?"~"+---==----------- Description of Attached Document Type or Title of Document J"h J/J/1 u1 /', r I-i ' ' S LI ----~!~ l'_L.~(f....Lf.Lf--L,.t;~c---=-a~9~r~-e__:_tf_1v,;__1f;__r.:__ 1i,.!_,-_.Hc__..;O"'-=--r V{ T / )! i-i e P10ec f- 0 a /'It? tf7f/11t°f"Z / Cll1d ! Document Dat~'O / ( /io Number of Pages / (C/ p 'f '/-r _ !J _ !_Lo I ) a I /Mp fOL/f/"101 Signer(s) Other Than Named Above I DSG !018 CA (Rev 0l-2/ll) November 27, 2018 Item #6 Page 620 of 671 PSA 19-597CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities project management and capital improvement project implementation tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Implement, Manage Projects for Water.Recycled Water and Sewer Master Planning 8. Business Process Improvements C. Front-End Support D. Data On-Boarding Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 621 of 671 · nroteus ~-· -a.coNsor.:ro.oe- -0~, <I'. MASTER AGREEMENT RA TE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1. Soma Bhadra Project Manager 2. nm Smith Water Lead 3. Bill Pearce Recycled Water Lead 4. Steart Seymour Sewer Lead s. \raj Asgharzadeh QC/ Government 6. Whitney Sears Technical Analyst 7. carolyn Ellis Project Associate/ Analyst 8. Steffani Seiler Environmental Engineer For other professionals as needed, please see attached Rate Schedule. EXPENSES • Mileage will be charged at IRS rated with 0% markup. • Copy serviced will be charged at cost with 100/4 markup. • Subconsultants will be charged at 100/4 markup. Master Agreement Service 10 PSA 19-597CA HOURLY RATE $210.00 $180.00 $180.00 $180.00 $180.00 $150.00 $150.00 $130.00 RFQ no. 18-05 November 27, 2018 Item #6 Page 622 of 671 PSA 19-597CA nroteus ~--,o~~ONSULT!NG- -0;::> <t STANDARD SCHEDULE OF CHARGES City of Carlsbad/ CMWD -Master Agreement Services Engineering Project Manager Senior Engineer II Senior Engineer I Project Engineer Ill Project Engineer II Project Engineer I Technical Analyst Business Analyst Effective July 1, 2018 through the Term of Agreement $210.00/hr Designer $180.00/hr Assistant Designer $170.00/hr $160.00/hr Office $150.00/hr 3D Graphic Artist $140.00/hr Graphic Artist $155.00/hr Senior Writer $155.00/hr Technical Editor Clerical Administration $135.00/hr $125.00/hr $150.00/hr $140.00/hr $155.00/hr $130.00/hr $ 90.00/hr Forensic Engineering -Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00times normal rates. Emergency and Holidays-Minimum charge of two hours will be billed at 1.75 times the normal rate. Material and Outside Services -Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.10 times the direct cost. Travel Expenses -Mileage is billed at the Federal IRS rates per mile. Per diem where overnight stay is involved is charged at cost. · Invoices, Late Charges. -All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within thirty (30) days from the date of the invoice. Client agrees to pay a monthly late charge equal to one percent (1%} per month of the outstanding balance until paid in full. · @Ronson couKsuite2oi; San oi~go; caiifomra g2:i:i1 Phone: +1858 353 280S Email: soma@consuft-proteU5.com 11 November 27, 2018 Item #6 Page 623 of 671 PSA 19-599CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT, CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES WATER SYSTEMS CONSUL TING, INC. THIS AGREEMENT is made and entered into as of the 2~ day of :hf Ovf~ ~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation,("City"), and Water Systems Consulting, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in utilities project management and capital improvement project implementation. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities project management and capital improvement project implementation. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the 'Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 624 of 671 PSA 19-599CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 625 of 671 PSA 19-599CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL} Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will 'not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 626 of 671 PSA 19-599CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 627 of 671 PSA 19-599CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jeroen Olthof Title PE, Chief Operating Officer Address 805 Aerovista Place, Suite 201 San Luis Obispo, CA, CA 93401 Phone No. 805-397-2617, ext. 301 Email jolthof@wsc-i nc. com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [2J No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 628 of 671 PSA 19-599CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 629 of 671 PSA 19-599CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 .. ~ City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 630 of 671 PSA 19-599CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this I '} fL day of ~-k , 2018. CONTRACTOR Water Systems Consulting, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By~e) By~ ~ »-l'-' DlU CN~t~~ ~~ (print name/title) ,-= ATTEST: By~'::: ~ere) .J~-t<t<----0 l-\\J ClJ-<lo(uk~ 01!,~ (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 631 of 671 PSA 19-599CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities project managemenUcapital improvement project implementation tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Implement, Manage Projects for Water, Recycled Water, Sewer Master Planning B. Business Process Improvements C. Front-End Support D. Data On-Boarding Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 632 of 671 PSA 19-599CA ·~.,,...,,,,..,..~_wsc -:# -------:# WATER SYSTEMS CONSULTING, INC. Discipline 22: Project Management/CIP Implementation Classifications and Rates Name Labor Classification Hourly Rate Jeffery Szytel Principal $280 Jeroen Olthof Senior Engineer V $260 Joshua Reynolds Dylan Wade Justin Pickard Senior Engineer IV $245 Scott Duren Kirsten Plonka Senior Engineer Ill $230 Laine Carlson Senior Engineer II $220 Christy Stevens Senior Engineer I $210 Daniel Heimel Lianne Westberg Michael Cruikshank Senior Hydrogeologist $210 Holly Tichenor Outreach Specialist/Facilitator II $200 Christopher Malejan Associate Planner/Engineer II $185 Jasmine Diaz Associate Planner/Engineer I $175 Michael Goymerac Matthew Rodrigues Staff Planner/Engineer Ill $165 Antonia Estevez-Olea Staff Planner/Engineer II $155 Adam Rianda Rebecca Nissley Kaylie Ashton Emily lskin Staff Planner/Engineer I $145 Adam Donald Assistant Engineer $135 Kendall Stahl Brittani White Communications Support $110 10% mark-up on direct expenses Standard mileage rate $0.545 per mile (or current Federal Mileage Reimbursement Rate) Airplane mileage rate $1.21 per mile (or current Federal Airplane Mileage Reimbursement Rate) Pricing shall remain firm for the three (3) year term of the Agreement. PO Box 4255 I San Luis Obispo, CA 93403 10 www.expectwsc.com November 27, 2018 Item #6 Page 633 of 671 UNANIMOUS ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF WATER SYSTEMS CONSULTING , INC . I , the undersigned, being the sole director of WATER SYSTEMS CONSULTING, INC ., a Calif ornia corporation, and bei ng the only member of such Board as presently constituted, do by this writing consent t o take the followi ng actions a nd adopt the following resoluLions effective the 21st day of June, 2016 : RESOLVED , ~~at u~lil tbis a :..: '.:rori za ~on is revoked, the corpo~-a..tion' .s C -~ef Operating O{ficer (current~y JERQEN OL~8DF1, and the corporation 's Vice ~resident (currently JOSHUA REYNOLJS), are each hereby individually authorized to enter i r.Lo and execute bids, proposals, contracts, change or ders, limited releases , general rel~ases , and any amendments , modifications , Ass i gnments , or endorsements thereof on b£nalf of the corporat~on in an amount not ~o Exceed $500,000.00 each. RESOLVED FURTHER , that until the foregoing authorizations are revoked, the corporation's Chief Operating Officer (currently JEROEN OLTHOF), and the corporation 's Vice President (currently JOSHUA REYNOLDS), are each hereby individually authorized as signatories of the corporation on its bank accounts (whether checking, savings, certificate of deposit , or otherwise), in an amount not to exceed $50,000.00 per item, and are further authorized: (a ) To cause to be deposited in such accounts with any such depository, from time to time, such f unds including, without limit ation, cash and cash equivalents, of this corporation as the officers of the corporation deem necessary or advisable; November 27, 2018 Item #6 Page 634 of 671 (b) To endorse checks, drafts, and other instruments for deposit; (c) To complete, execute, and/or certify any customary printed blank signature card forms in order to conveniertly exercise any resolutions printed thereon, ~nd these shall be deemed adopted as a part ~ereof. RESOLVED FURTHER, that a~l form resolutions required by any such depository institution arc hereby autnor~zed and adopted in such form as required by the depository institution, and the Secretary of this corporation is hereby author~zed to certify such resolutions as having been adopced at this meeting and is directed to insert the form of such resolutions in tne minute book. However, che failure to insert copies of said resolution or resolutions in the minute book wi~l noc invalidate this resolution. RESOLVED FURTHER, that any such depository institution to which a copy, certified by the Secretary or an Assistant Secretary of this corporation, of these resolutions shall have been delivered, s~all be entitled to rely thereon for all purposes ~ntil it shall receive written notice cf the revocation or amendment of these resolutions by the Board of ~irectors of this corporation. This action is executed pursuant to the provisions of Sectio~ 307(b) of the California Corpora~ions Code and Article II:, Sect~on 3.13 cf the Bylaws cf th~s corporation, which aut~orize t~e taking of action by tne directors of the corporation without a meeting. This document is direcced tc be November 27, 2018 Item #6 Page 635 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. I Cou~y of ~.AA:,1-t----P=-""'-~u;.,E.~v:------; On A)O\Jlh)\1X \q I d'VIS before me, ----+-'"-V-l---'>4-----=-----4---:!'-U.,.l!.....J.....:......-'-+----'-----"---'C...:....,:C.::L.C-J--~.I.L.L!....:'-l.-~ Date personally appeared ~t.f\ 0 \ 1V\. £Xt Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············ Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTTONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________________________ _ Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual ~ Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: _____________ _ • Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 636 of 671 PSA 19-601 CA MASTER AGREEMENT FOR WASTEWATER ENGINEERING SERVICES GHD INC. J THIS AGREEMENT is made and entered into as of the 2,<8\:}\ day of "' ~~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and GHD Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in wastewater engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to wastewater engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 637 of 671 PSA 19-601 CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 638 of 671 PSA19-601CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 639 of 671 PSA19-601CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill /II /II /II /II 4 City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 640 of 671 PSA 19-601 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Greg Watanabe Title PE, Principal, Project Manager Address 175 Technology Drive, Suite 220 Irvine, CA 92618 Phone No. 949-648-5200 Email greg.watanabe@ghd.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 641 of 671 PSA 19-601 CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 642 of 671 PSA19-601CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 643 of 671 PSA 19-601 CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR GHD Inc., a California corporation By: ~-~-e:.J\ (sign here) ~ ~. "t::)vt-JCAJ ~N~\A"\ 1 <;~CJll-l'A-t'i (print name/title) ' CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 644 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California \ County of \ ~ S fu\,g-e 8~ {) On \(2·1---S· "}O\Eb beforeme,U\Yk\ S)OJf)'f'\~x:\)B'<', YtDtu\JYvj s~~\1l) Date ~ Here Insert Name and Title of the Officer . . ~ . . I ~ ,,...., personally appeared b f e :J O f' vj WQ,y \/Vl W o.::t-0fi \.RVC C Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be th erson whose name~/are =to the within instrume and ackno~ed. to me that he/. executed the sam~· authorized capacitY, · s), and that b~r signature on the instrument the person ), y upon behalf of w 1ch the person(sJ acted, executed the i strument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document &:} ( Title or Type of Document: ~-\---5<, f-. hP({,R){'<\ RM± -fl 'Sf' \J )fiS1:::£VJ ~ Document Date: \ 0 · D C\ -7..--0 T1f5. Number of Pages: ' ------Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • G neral • Individual • Attorne · Fact • Individual • Att y in Fact • Trustee • Gu ian or Conservator • Trustee uardian or Conservator •Other:-----+-----------• Other: --~-----------Signer Is Represen · g: _________ _ Signer Is Re ~~ ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 645 of 671 ARIZONA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of the document. State of Arizona County of Maricopa On October 26, 2018 before me, Samantha Jo Ziegler, personally appeared J. Duncan Findlay, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or entity upon behalf of which the person acted, executed the instrument. • SAMANTHA JO ZIEGLER NOTARY PUBLIC STATE OF ARIZONA MARICOPA COUNTY MY COMMISSION EXPIRES FEBRUARY 28 2020 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of Arizona that the foregoing paragraph is true and correct. WITNESS my hand and official seal. November 27, 2018 Item #6 Page 646 of 671 PSA 19-601 CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of wastewater engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Condition Assessment / Reporting B. Odor Control Systems C. Operation and Maintenance (O&M) Contract Implementation and Management D. Capital Improvement Program (CIP) Contract Implementation/ Management E. Pump/ Lift Stations Improvement and Design F. Sewer Rehabilitation/ Replacement Design G. Sewer System Design and Modeling Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 647 of 671 GHD Inc. Expenses Name Greg Watanabe Matt Winkelman Casey Raines Jamar Awad Ulysses Fandino Larry Tortuya Various Various Various Various Various Description Mileage Office Consumables Other Hourly Rate Schedules (Effective through June 30, 2021) Title Contract Manager/ PIC QA/QC Project Manager Project Manager Project Manager Project Manager Senior Engineer Project Engineer Staff Engineer CAD Designer Project Assistant $.545/ Mile $6/hour Varies Subconsultants j~r,°J~t•'i' •n , ;!1t ~l<,•C'.,"{'1'7-'t<Jll',:."f:r ?'(l.,.,-,.,..r,r.:;v!.rT·°';'r'.~, fName, ,,,,,, , ,' :10~l }/,~.,__~/,, , ..,,,_,, 1rl::,\ ,ld'_,, .. .,~ ' .. _, P John Robinson / John Robinson Consulting Samir Hijazi / Archissance Ramon Gonzalez/ Ca!vada Saul Melgarejo/ Calvada TC Mueller I US! Permitting Architecture Surveying Sr. Project Manager Surveying Potholing 10 Hourly Rates* $240 $200 $185 $245 $225 $200 $175 $165 $145 $125 $85 % Markup 10% 0% 10% $150 $175 $132.5 $76.56 $175 PSA 19-601 CA GHD I City of Carlsbad November 27, 2018 Item #6 Page 648 of 671 PSA 19-601 CA Employee time will be billed in accordance with the fees listed above. Standard computer and technology costs are incorporated into these hourly rates, as well as direct labor, overhead, and fringe benefits. Professional employees will not be charged out at premium charge rates for overtime work. Expenses and other similar project related costs are billed out at cost plus 10%. The services of outside consultants will be charged at cost plus 10%. The cost of office consumables is billed on the basis of employee hours dedicated to the project at a rate of $6.00/hour. Mileage will be billed at $.545 per mile (or current IRS allowable rate) and parking expenses incurred by office employees are charged at cost. (*) These rates do not apply to forensic-related services. GHD does not offer cash discounts. However, staff hourly rates are negotiable, if requested. 11 November 27, 2018 Item #6 Page 649 of 671 PSA 19-602CA MASTER AGREEMENT FOR WASTEWATER ENGINEERING SERVICES KENNEDY/JENKS CONSULTANTS THIS AGREEMENT is made and entered into as of the 26th_ day of b~ lJ\te:W'\~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Kennedy/Jenks Consultants, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in wastewater engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to wastewater engineering. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 650 of 671 PSA 19-602CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 651 of 671 PSA 19-602CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 652 of 671 PSA 19-602CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 653 of 671 PSA 19-602CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Corey Young Title PE, DBIA-Vice President, Operations Manager Address 9665 Granite Ridge Drive, Suite 210 San Diego, CA 92123 Phone No. 858-676-7500 Email CoreyYoung@kennedyjenks.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 654 of 671 PSA 19-602CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 655 of 671 PSA 19-602CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 656 of 671 PSA 19-602CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Kennedy/Jenks Consultants, a California corporation By: ~~ £.~ /t'~ (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ✓vs.(= PH 4/..,,4All,11.,'J5LA....-v', lls s l.5TA.v·7Sfc·c1cr,,,.,,,y (print name/title) / (sign here) /('"; Ji. A. lof\-d.°" 1 fr,s,d~J CE o (print name/title) ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ~tt~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 657 of 671 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ~ \ ve.P'3 i 6 e. On Ll;:\o'oe. C \[)' ;;i.o ii:' before me, ~~~·'~""-· ,_-~t3~C1~\\....,.,_w~· QT....,__,_=G\~~...,..___._B~u~n~\ '-~-- Date Here Insert Name and Ti~f the Officer personally appeared ~O'Se.Q" No~s\o....w O DC, . V-e ,+h~~A._. __ _ ' Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person{s) whose name{s) is/are subscribed to the within instrument and acknowledged to me that ~e/they executed the same in A+&Aer/their authorized capacity(ies}, and that by~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. KiM(HALL., -I COMM. #2161253 z Notary Public • California ~ Riverside County ~ M Comm. Expires Aug. 25, 2020 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: rµC-'....~ p...._:5<e.e C'C'<:Q-\-- Document Date: 10 \ct I\ :Z: ______ Number of Pages: lQ { re.c) Signer(s) Other Than Named Above: _____________________ _ Capacity(ies) Claimed by Signer(s) . Signer's Name: ~Q::'::e.(?~ V\ln~S\a..u> Signer's Name: \«~ ~ P,... \....to~("I !~VCorporate Officer -Title(s): /\'½1-;-\:aM: s,, i:e~j ~Corporate Officer -Title(s): 'v,ec;:s:e_M[Ct::-n !'~ Partner -::: Limited :~ General ~ 1 Partner -~J Limited U General l: Individual •·----, Attorney in Fact :=-, Individual ·-: Attorney in Fact :::= Trustee =~ Guardian or Conservator ::J Trustee '.:J Guardian or Conservator :_ Other:_______________ ~ l Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ ::<,;<:<., 'C(,'C'.,'<-¼;c(,'C()C(,'C<.,'CCC<,'C(,'C(,'C(, 'C<.,'C(,'C<.,'C(,'C(,'C<., '<X.:<X., '<X,'C(,'C(,'C(,'G,'C(_;,_!'<,'<.X,;C<.;C<;,'0<,,'CT.,'C(,'C(,'C(,~~'C(,'C/4,,'C<.,'C<,;<~'C(,~'i ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #6 Page 658 of 671 PSA 19-602CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of wastewater engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Condition Assessment/ Reporting B. Odor Control Systems C. Operation and Maintenance (O&M) Contract Implementation and Management D. Capital Improvement Program (CIP) Contract Implementation/ Management E. Pump/ Lift Stations Improvement and Design F. Sewer Rehabilitation/ Replacement Design G. Sewer System Design and Modeling Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 659 of 671 PSA19-602CA Master Agreement Consultant Services Rate Schedule WASTEWATER ENGINEERING, RFQ 18-05 / Discipline No. 23 Prices Valid through November 30, 2021 Kennedy/Jenks Consultants En ineer-Scientist-S ecialist 6 Jeff Morris/ Electrical, l&C $230 Aide $80 SUBCONSULTANTS I ·Odor.Control Engineer •J_:$20s.so.J EXPENSES Descriotion Cost %Markup • M"~~fi .·•· .·, Feci~raltv-aporoved mileali!:e° rate Other Subconsultants TBD 10% * In addition to the above Hourly Rates, an Associated Project Cost charge of $9.74 per hour will be added to Personnel Compensation for costs supporting projects including telecommunications, software, information technology, internal photocopying. shipping. and other support actiVity costs related to the support of projects. 10 -··--·---------·--·----November 27, 2018 Item #6 Page 660 of 671 PSA 19-613CA MASTER AGREEMENT FOR WATERSHED PLANNING SERVICES D-MAX ENGINEERING, INC. :bJ THIS AGREEMENT is made and entered into as of the '.'.2,~ day of Q.t:l\t\/\~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and D-Max Engineering, Inc., a California Corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in watershed planning. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to watershed planning. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #6 Page 661 of 671 PSA 19-613CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #6 Page 662 of 671 PSA 19-613CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #6 Page 663 of 671 PSA 19-613CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #6 Page 664 of 671 PSA 19-613CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name John Quenzer Title Project Manager Address 7220 Trade Street, Ste 119 San Diego, CA 92121 Phone No. 858-586-6600 Email jguenzer@dmaxinc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [gJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #6 Page 665 of 671 PSA 19-613CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #6 Page 666 of 671 PSA 19-613CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #6 Page 667 of 671 PSA19-613CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _ __._,//..__ __ day of {b/4 b 0C I 2018. CONTRACTOR D-Max Engineering, Inc., a California Corporation (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY 1WJ ~ Deputy City Attorney See attached CA Notarial Certificate Date:LC.ec~ City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #6 Page 668 of 671 Certificate of Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego} On Oe "h~av I l , 201i before me, R. McIntyre, Notary Public, personally who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) -is-fare subscribed to the i I within instrument and acknowledged to me that he/she/they executed the same in I hts/aer/their authorized capacity(ies), and that by his/her/their signature(s) on the I ! instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal !~@ .... :.. R. MCINTYRE t a: · .,, Commission No. 2206629 l:; ~ -'~-~-.-. NOTARY PUBLIC -CALIFORNIA ] SAN DIEGO COUNTY ~ l · Commission Expires August 19, 2021 ~ Signature-~~~~-~'-"<#----------(Seal) November 27, 2018 Item #6 Page 669 of 671 PSA 19-613CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of watershed planning tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. NPDES Permit/Jurisdiction Program Updates B. NPDES Program Evaluations/Program Assessments C. Jurisdiction Reporting D. Storm Water Pollution Prevention Plans (SWPPP) E. NPDES Compliance Training Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #6 Page 670 of 671 D-Max Engineering, Inc. Discipline 24 EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1 Arsalan Dadkhah Principal Engineer 2 John Quenzer Senior Scientist 3 Annika Kubischta Project Scientist 4 Brianna Martin Project Scientist 5 Julio Garcia Project Engineer 6 Tad Nakatani Project Scientist 7 John Draminski Assistant Project Engineer 8 Jeanne BenVau Staff Scientist II 9 Justin Joyce Staff Engineer II 10 Manouchehr Dadkhah Staff Scientist 11 11 Teresa Bhardwaj Staff Scientist II 12 Kath Raskin Staff Scientist 13 Lana Graves Staff Scientist 14 Nick LaPaglia Staff Scientist 15 Susan Fanno Word Processor SUB-CONSULTANTS NAME TITLE 1 N/A EXPFNSES DESCRIPTION COST 1 Mileage (Current IRS rate) 2 Copy services (outside; no As billed by outside copy service (e.g., Office charge for in-house copies) Depot) 3 Postage As billed by postal service provider (USPS, UPS, FedEx, etc.) 4 Tablet with mobile internet $SO/month service 5 Parkin~ As billed by parking provider Notes PSA 19-613CA HOURLY RATE $190.00 $155.00 $135.00 $135.00 $145.00 $135.00 $130.00 $105.00 $115.00 $105.00 $105.00 $95.00 $95.00 $95.00 $65.00 HOURLY RATE %MARKUP 0% 5% 5% 0% 5% -Rates for particular staff levels will be held constant over the term of the agreement, but may be adjusted up for individual staff listed in the tables above if those staff are promoted to a higher level during the term of the agreement. -New staff members may be hired during the term of the agreement; they will be charged at the billing rate appropriate to their level (e.g., Staff Scientist 11). 10 November 27, 2018 Item #6 Page 671 of 671