HomeMy WebLinkAboutHelix Environmental Planning Inc; 2021-11-30; PSA22-1624CADocuSign Envelope ID: E8B61D42•·2914-4C8D-95AD-7E9639D5C647 (Attachment C)
PSA22-1624CA
MASTER AGREEMENT FOR ENVIRONMENTAL PLANNING/ STUDIES SERVICES HELIX ENVIRONMENTAL PLANNING, INC.
THIS AGREEMENT is made and entered into as of the ______ day of _________ , 2021, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Helix Environmental Planning, Inc., a California corporation, hereinafter referred to as "Contractor."
RECITALS A.CMWD requires the professional services of a consulting firm that is experiencedin environmental planning and studies. B.The professional services are required on a non-exclusive, project-by-projectbasis. 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 CMWD 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, 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 inacobrdance 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 skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising 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 Executive Manager of CMWD ("Executive Manager") mayamend 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, CMWD needs,
and appropriation of funds by the CMWD 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
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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
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. 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 ~
hundred thousand dollars ($100,000) per agreement year. 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.
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8. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
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 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 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 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 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.
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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 righ t to make one (1) copy
of the work product for Contractor's records.
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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.
For CMWD:
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
Mobile
Email
Karl Osmundson
Contract Manager/ Project Manager
703 Palomar Airport Road, Suite 200
Carlsbad, CA 92011
760-517-9060 ext. 611
760-519-5954
KarlO@helixepi.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 CMWD 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
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both parties. The representative rece1v1ng 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
payat?le 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
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
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grounds for 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 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 th is 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
/II
/II
/II
Ill
Ill
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EXHIBIT "A"
SCOPE OF SERVICES
Perfq_rm 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 and 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.
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MASTER AGREEMENT RATE SCHEDULE
■: I :II It:•:. :II a .. ,:eh.'l~l:::11
NAME < TITLE HOURLY RATE . ;. .;
1. Karl Osmundson Principal Biologist $230
2. Joanne M. Dramko, AICP Principal Planner $230
3. Tim Be'lzman Principal Planner $215
4. Vanessa Toscano Sr. Environmental Project Manager $190
5. Stacie Wilson, RPA Sr. Cultural Resources Project Manager II $170
6. Mary Robbins-Wade, RPA Principal Cultural Resources Specialist $175
7. Thomas Liddicoat Biology Project Manager $185
8. Stacy Nigro Principal Biologist $215
9. Beth Martinez Principal Biologist $230
10. Victor Ortiz Sr AQ Specialist Ill $205
11. Charles Terry Principal Acoustician $215
12. Martin Rolph AO/Noise Specialist $130
13. Aaron Brownwood Sr. Environmental Project Manager $180
14. Kara Palm Environmental Project Manager Ill $155
15. Jason Runyan Environmental Project Manager II $145
16. Hunter Stapp Environmental Project Manager I $130
17. Kristen Garcia Environmental Planner II $115
18. David Ludwig Envi ronmental Planner I $105
19. Jason Kurnow Sr. Scientist $175
20 . Amy Lee Biology Project Manager $165
21. Erica Harris Sr. Scientist $160
22. Amy Mattson Sr. Scientist $145
23. Benjamin Rosenbaum Assistant Biology Project Manager $135
24. Katie Bellon Biologist V $135
25. Jonathan Gardner Biologist IV $125
26. Angelia Bottiani Biologist Ill $110
27. Matthew Dimson Biologist II $105
28. Alexander Walsh Biologist I $95
29. Krista Catelani Operations Manager $130
30. Catherine Wright Senior Archaeologist II $140
31. Annie McCausland Architectural Historian $140
32. Kassie Sugimoto Cultural Resources Project Manager $135
33. Theodore Cooley Senior Archaeologist, as needed $120
34. Trevor Gittelhough Cultural Resources Assistant Project Manager $120
35. Julie Roy Archaeological Field Director $110
36. James Turner Staff Archaeologist $110
37. Dominique Diaz de Leon Staff Archaeologist $80
38. Mary Villalobos Staff Archaeologist $80
39. Camille Lill Senior GIS Specialist Ill $165
40. Sean Bohac Senior GIS Specialist I $140
41. Linda Garcia Technical Editor $105
42. Ana Topete Word Processor $85
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POLICY NUMB ER: EF4M L06406-211 EVEREST CONTRACTORS ENVIRONMENTAL PLUS
ECG 24 743 05 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACTORS -COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
EVEREST CONTRACTORS ENVIRONMENTAL PLUS COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Location And Description Of Completed
Organization(s): Operations
Any owner, lessee or contractor whom you have
agreed to include as an additional insured under a
written contract, provided such contract was executed
prior to the date of the loss
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage"
or a "pollution incident" caused, in whole or in part, by "your work" at the location designated and described in
the Schedule of this endorsement performed for that additional insured and included in the "products-
completed operations hazard".
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insurei;J is required by a contract or agreement, the insurance
afforded to such additional insured will not be broader than that which you are required by the contract or
agreement to provide for such additional insured.
8. With respect to the insurance afforded to these additional insureds, the following is added to
Section Ill -Limits Of Liability and Deductible:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on
behalf of the additional insured is the amount of insurance:
1 Required by the contract or agreement; or
2. Available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
ECG 24 743 05 19
All other terms and conditions of this Policy remain unchanged.
Copyright, Everest Reinsurance Company 2019
Includes copyrighted material of Insurance Services Office, Inc.,
used with its permission.
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