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HomeMy WebLinkAboutNV5 Inc; 2021-11-30; PSA22-1639CA30thNovember DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 MASTER AGREEMENT FOR GEOTECHNICAL SERVICES NV5, INC. (Attachment Z) PSA22-1639CA THIS AGREEMENT is made and entered into as of the ______ day of ________ , 2021, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "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 geotechnical 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 geotechnical. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) No. 21-1449CA and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK 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, 2021, through November 30, 2024. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, 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 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 1 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 PSA22-1639CA 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 City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 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, 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. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing · rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to au such workers employed by him or her in the execution of the Agreement. Contractor and any . subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. 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. 2 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1 AFA-42A7-880C-D783F0837834 PSA22-1639CA 8. 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. 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 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 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. 11. 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. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or 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. 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. 11.1 .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 3 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 PSA22-1639CA occurrence limit. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 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 City's satisfaction, a declaration stating this. 11.1.4 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. 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11 .2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be wdtten as claims-made coverage. 11.2.3 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then 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 City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13.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 City 4 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1 AFA-42A7-880C-D783F0837834 PSA22-1639CA 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. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of 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 City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. 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 are: For Cit~: For Contractor: Name Eleida Felix Yackel Name Garth Engelhorn, CPSWQ, QISP/Tor Title Senior Contract Administrator Title Project Manager Dept Public Works Address 1155 S~ortFisher Drive, Suite 202 CITY OF CARLSBAD OCEANSIDE, CA 92054 Address 1635 Faradat: Avenue Phone 760-237-2702 Carlsbad, CA 92008 Mobile 760-644-0167 Phone 760-602-2767 Email Garth.Engelhorn@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. · 17. 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 18. 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 5 of 19 City Attorney Approved Vers ion 6/12/18 DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 PSA22-1639CA employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. .20. 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 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 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. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, 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 City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding 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 City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to 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. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. 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, 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. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to 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 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 6 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 PSA22-1639CA 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 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 City to terminate this Agreement. · 24. JURISDICTIONS 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. 25. SUCCESSORS AND ASSIGNS . It is mutually understood and agreed that this Agreement will be binding upon 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 City, which shall not be unreasonably withheld . 26. 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. 27. 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 7 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 28.AUTHORITY PSA22-1639CA 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. 25th October Executed by Contractor this _____ day of __________ , 2021. CONTRACTOR NV5, Inc., aCalifornia corporation By:��� (sign here) Carmen Kasner, Regional Managing Director By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: for Faviola Medina, City Clerk Services Manager If required by the City, proper notarial acknowledgement 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, orVice-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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:�� Assisant City Attorney 8 of 19 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 65AF4C2F-1AFA-42A7-880C-D783F0837834 . PSA22-1639CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of geotechnical 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. 9 of 19 The Prevailing Wage rates for Field Personnel qu oted above are based upon a multiplier of the hourly rate determined by the General Prevailing Wage Determinations for Building/Construction Inspectors and Field Soils and Material Testers, in effect as of this date (Determination # SD-23-63-3-2020-2D). Rates are assumed to remain constant based on the date the RFP was first advertised. Minimum Charges for Material Testing and Inspections -Hours will be charged upon arrival to jobsite, unless equipment from the laboratory is required then hours will be charged portal to portal. For inspection call -out between 0 and 2 hours a minimum charge of 2 hours will be charged. Work exceeding 2 hours will be charged on a 2-hour basis. A 2-hour minimum will apply for unscheduled cancellations. A 2-hour minimum charge shall apply to all cancellations after inspector or technician has been dispatched. Per Diem and Travel Expenses -Actual Cost plus 5% for out of San Diego County work Testing Samples -There will be a 50% premium charge for "rush/priority" testing. This testing laboratory agrees to exercise reasonable care in obtaining, preserving and caring for the samples to be tested, but assumes no responsibility for damages, either direct or consequential, which arise or are alleged to arise from loss, damage or destruction of samples due to circumstances beyond this testing laboratory's control, samples are discarded after testing unless requested otherwise in writing by the client. Scheduling-A minimum of 24 hours' notice is requested to schedule personnel. If less than 24 hours' notice is provided on a cancellation, a cancellation charge of 2 hours may be assessed. Overtime Rates -NV5 rates for Technical Staff are based on an 8-hour workday between the hours of 6:00 a.m. and 4:30 p.m., Monday through Friday. Work in excess of 8 hours in one day will be charged a premium of 1.35 times the quoted rates. Work over 40 hours in one week will be charged at 1.35 times quoted rate. Work over 12 hours in one day or over 8 hours on the 7th consecutive day or worked holidays will be charged at 1. 75 times quoted rates. Holidays -NV5, Inc. observes the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Should a Holiday fall on Saturday or Sunday, the closest previous or following, regular work day will be observed for the Holiday. Mileage -Mileage will be charged at IRS Rate per mile for services outside San Diego County. Outside Services/ Subcontractors -Cost plus 5% will be charged for any work not directly performed by NV5 or for any materials procured. Engineering Review/Report Preparation -Reasonable engineering and project management time will be included for scheduling, report review, and data evaluation. This Fee Schedule contains only the basic services performed by this office and is not a complete listing. Do not hesitate to call for a quotation or proposal if your service needs are not listed herein. NV5.COM A. 14 .. COPY OF PROPOSER'S QUALITY ASSURANCE PROGRAM Our Quality Assurance Plan (QAP), identified as "QUALITY MANAGEMENT SYSTEM (QMS), REVISION 1. 7, NV5 WEST INC. SAN DIEGO, CALIFORNIA", dated January 30, 2021, is included as a separate attachment to this submittal for your review. Within our QSM, we acknowledge and agree that: • Our laboratory is staffed with qualified personnel to perform sampling and testing of portland cement concrete, soils, treated soils, crushed aggregate base, and bituminous materials, as required. Photos of our fully equipped laboratory is included in our submittal. • We understand that we may be required to make recommendations regarding the removal of unsuitable materials for fills and methods of compaction based upon previous soils/ geotechnical investigations and upon our own observations. • Our personnel are experienced in the testing of materials used in the construction of public works facilities and familiar with the San Diego Area Regional Standard Drawings, the Green Book, California Building Code and the City of Carlsbad codes, procedures, and regulations are required to satisfy the requirements of the contract. Our personnel have knowledge of the City codes, procedures and regulations. All personnel will be submitted for approval by the City's staff. • We are capable of providing the requested services within one day after receiving the request from the City. • All or our reference standards and equipment calibrations are traceable to the National Institute of Standards and Technology • Our report of samples collected for the Project. Reports will contain specific information (i.e., laboratory address & name, date of receipt of sample, specific identifier (e.g. log#) for each sample, test times, results, and method of disposal). • We can provide certified copies of calibration and maintenance records on an annual basis or upon the City's request. • We will provide the City of Carlsbad with all original data, reports, records, etc. of field and laboratory analyses. We shall maintain copies of all records related to field and laboratory testing performed under the contract for a minimum of five years from the date of the sample, measurement, report, etc. Upon request, this period can be extended during the course of any unresolved litigation. • Our billing forms and procedures used will be acceptable to the City and will include all test reports billed during that period. NV5.COM B. RELEVANT STATEMENTS A. The services we provide for the City, whether within the defined scope of services or additional services, shall be performed in a matter consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. B. We are staffed in a manner such that the scope of services outlined in Section II of the RFP _ can be prepared and delivered by NV5. C. NV5 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 willful misconduct or negligent act or omission of NV5, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be lia_ble. The parties expressly agree that any payment, attorney's fee, costs or expense 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. D. NV5 will perform the requested services in an efficiently and in timely fashion. In addition, all services will be performed on the basis of the standard schedule of fees, included with this proposal and shall be valid for the life of the contract. This rate shall reflect all costs related to personnel and required equipment and vehicle and insurance requirements listed in Section VI of the RFP. E. We do not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. Such actions include, but are not limited to, the following: employment, upgrading, advertising, layoff or termination, rate of pay or other forms of compensation, and selection of training (including apprenticeship). F. NV5 and all of its subconsultants shall comply with all applicable federal, state, and local laws, codes, ordinances, regulations, orders, and decrees. We shall, at our own cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals which are legally required for Proposer to practice its profession or are necessary and incident to the due and lawful prosecution of the services pursuant to the RFP. NV5.COM CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) City of Carlsbad is included as additional insured if required by written contract with respect to General Liability per the terms and conditions of the policy. A 30-day notice of cancellation is included if required by written contract with respect to General Liability per the terms and conditions of the policy. ACORD 25 (2016/03) Certificate Holder ID: 17574922 Attachment Code: D587566 Master ID: 1491108, Certificate ID: 17574922 Policy No: 7014856125 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE I Name Of Person Or Organization: Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I I It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named lnsured's ongoing operations or your work done under a contract with that person or organization and included in the products-completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Attachment Code: D587561 Master ID: 1491108, Certificate ID: 17574922 CNA CNA71526:XX (Ed. 10/12) ADDITIONAL INSURED ENDORSEMENT -CONTRACTUAL OBLIGATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization AS REQUIRED BY CONTRACT 1. Paragraph A.1 . Who Is An Insured of Section II -LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract"; or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV -BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we . cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit." Attachment Code: D58756 I Master ID: 1491108, Certificate ID: 17574922 4. Only for the purpose of the insurance provided by this endorsement, SECTION V -DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. Policy No: 7014842659 . Effective Date: 5/1/2021 Insured Name: NV5, Inc. CNA71526.XX (Ed. 10/12) Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17574922 CNA POLICY NO: 7014842824 WORKERS COMPENSATION WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC00 03 13 (04-1984) Endorsement Effective Date: 5/1/2021 Policy: WC657040561 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17574922 CNA WORKERS COMPENSATION TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided' by the policy because Texas is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. [ ] Specific Waiver [X] Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: Waiver of Subrogation Operations Premium: The premium charge for this endorsement shall be premium developed on payroll i.n connection with work performed for the above person(s) or organization(s) arising out of the operations described. 1. Advance Premium: Waiver of Subrogation Advance Premium All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No:WC.:42 03 04 B (06-2014) Endorsement Effective Date:05/01 /2021 Policy No. 7014842824 Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17574922 CNA UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement All other terms and conditions of the policy remain unchanged. :his endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 43 03 05 (07-2000) Endorsement Effective Date: 05/01/2021 Policy No. 7014842824 Attachment Code: D587584 Master ID: 1491108, Certificate ID: 17574922 CNA POLICY NUMBER: 7014842810 WORKERS COMPENSATION BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One -Workers Compensation Insurance G. Recovery From Others and Part Two - Employers Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE -Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure .. The amount is [Blanket Waiver of Subrogation Percentage C~arge]. All other terms and conditions of the policy remain unchanged. This endorsement, which.forms a part of an is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date {the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No. G-19160-B (11-1997) Endorsement Effective Date: 05/01/2021 Policy Number: 7014842810