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HomeMy WebLinkAboutEnvironmental Science Associates; 2022-11-08; PSA23-2008UTILPSA23-2008UTIL City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR AGUA HEDIONDA SEWER LIFT STATION BIO MONITORING CSS MITIGATION SERVICES ENVIRONMENTAL SCIENCE ASSOCIATES THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the City of Carlsbad, a municipal corporation, ("City"), and Environmental Science Associates, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in environmental planning, maintenance, and biological monitoring and reporting of coastal sage scrub (CSS) mitigation services. B. Contractor has the necessary experience in providing professional services and advice related to environmental planning, maintenance, and biological monitoring and reporting of coastal sage scrub (CSS) mitigation services. C. Contractor has submitted a proposal to City 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. 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 six (6) years from the date first above written. 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, 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. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one hundred fifty-nine thousand six hundred ninety-six dollars ($159,696). The total payable amount for services performed during each year of the Agreement shall not exceed forty-thousand dollars ($40,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed forty thousand dollars ($40,000) per Agreement year. DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C November 8th PSA23-2008UTIL City Attorney Approved Version 8/2/2022 2 The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 all 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. 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. DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 3 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 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 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 occurrence limit. 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. DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 4 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 written 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. 1. 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 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 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. DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 5 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. For City For Contractor Name Sean Diaz Name Barbra Calantas Title Utilities Senior Engineer Title Project Manager Department Public Works Address 550 West C Street, Suite 750 City of Carlsbad San Diego, CA 92101 Address 5950 El Camino Real Phone No. 619.719.4210 Carlsbad, CA 92008 Email BCalantas@esassoc.com Phone No. 442-200-7222 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 four categories. Yes No 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 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 DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C □ PSA23-2008UTIL City Attorney Approved Version 8/2/2022 6 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 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. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of termination of this Agreement by either party 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 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 DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 7 grounds for City to terminate this Agreement. 24. 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. 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 8 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ENVIRONMENTAL SCIENCE ASSOCIATES, a California corporation By: By: (sign here) Vicki V. Quiram, Utilities Director as authorized by the City Manager Barbara Calantas, SoCal Biological Resources Director (print name/title) By: (sign here) (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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 9 EXHIBIT “A” SCOPE OF SERVICES AGUA HEDIONDA SEWER LIFT STATION BIO MONITORING CSS MITIGATION SERVICES Introduction Environmental Science Associates (ESA) will provide services including planning, maintenance, biological monitoring and reporting for 0.18 acre of coastal sage scrub (CSS) habitat mitigation for the Agua Hedionda Sewer Lift Station project. Services will be provided by ESA and habitat restoration subcontractor, Habitat West, Inc. (Habitat West) to complete the post-installation five- year maintenance and monitoring period. A total of 0.18 acre of CSS revegetation is planned adjacent to the northeast portion of the sewer lift station, as depicted on the Agua Hedionda Sewer Lift Station Completion Project landscape construction drawings. The 0.18 acre of CSS revegetation (creation/establishment) will fulfill the project’s 1:1 replacement/mitigation requirement to create 0.09 acre of CSS habitat and result in approximately 0.1 acre of excess CSS area. Per the project’s Mitigation Monitoring and Reporting Plan (MMRP) measure BIO-2, a five-year maintenance and monitoring restoration program plan will be prepared and implemented to complete the mitigation. The CSS revegetation implementation (irrigation system installation, container planting and seeding), scheduled to be completed in June 2023 (subject to revision), will be conducted by the construction Contractor (and their landscape subcontractor) retained for the Agua Hedionda Sewer Lift Station Completion. Based on the City of Carlsbad (city) and City of Vista’s request: • ESA will prepare the restoration plan in 2022 • ESA and Habitat West will participate in field meetings to review installation of the CSS revegetation • ESA will conduct 5 years of biological monitoring and reporting after the CSS revegetation installation • Habitat West will conduct 4 years of maintenance starting one year after the CSS revegetation installation, and at the end of maintenance will remove the temporary irrigation system for the CSS area upon request of the city This scope of work includes the following tasks, which are described in further detail below: • Task 1: Project Management and Coordination • Task 2: Preparation of CSS Restoration Plan • Task 3: Implementation Site Meetings • Task 4: Biological Monitoring and Reporting – 5 Years • Task 5: Maintenance – 4 Years (including irrigation system removal) DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 10 The anticipated timeframe for services is October 2022 to July 2028. This scope of work and associated fee spreadsheet identifies the anticipated level of effort and budget for project activities. Scope of Work Task 1: Project Management and Coordination ESA’s Project Manager will provide oversight of all tasks (including project team coordination, schedule control, quality assurance and quality control, project administration and subcontractor oversight), coordinate with the city on progress, scope, and schedule updates, and review monthly invoices. For budgeting purposes, ESA assumes monthly coordination calls (meetings) between the ESA Project Manager and the city. Since the project will be more active during certain periods, ESA can adjust the frequency of coordination calls as requested by the city. Assumptions: • Monthly coordination calls (approximately 30 minutes), for up to 70 months (October 2022 to July 2028). Deliverables: • Monthly invoice progress reports • Meeting agendas and notes Task 2: Preparation of CSS Restoration Plan ESA will prepare a five-year maintenance and monitoring restoration plan. The plan will be consistent with the Agua Hedionda Sewer Lift Station and Force Main landscape construction drawings regarding the CSS restoration area and implementation activities (i.e., irrigation system, container plants and seed mix application). In accordance with the MMRP, the plan will include 1) site preparation guidelines and implementation activities (which are already included in the landscape construction drawings), 2) monitoring, maintenance, and monitoring (i.e., qualitative and quantitative) activities for five years including a schedule, 3) a specification for photo- documentation from permanent viewpoints to be established (e.g., approximately four locations), 4) interim annual and final performance standards, and 5) contingency measures. The plan will also include a detailed site figure. The plan will focus on native plant care, non-native plant (weed) control, and erosion control to meet performance standards. In regard to temporary irrigation, the plan will specify phasing out irrigation use by the end of post-installation Year 3 or before (per resource agency permit requirements) to help confirm the restored habitat is established and self- sustaining during the last two years of the five-year program. ESA will submit a draft plan to the city and the City of Vista for review and comment. ESA will revise the plan in response to review comments and submit a final plan. In accordance with the California Coastal Commission (CCC) Notice of Acceptance of a Coastal Development Permit (CDP) (2014), a final CSS Revegetation / Mitigation Plan shall be submitted to CCC for review and written approval. DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 11 Assumptions: • Report versions and review cycles: This scope of work includes a draft and final report (two iterations). City will provide GIS-compatible AutoCAD files of the Agua Hedionda Sewer Lift Station Completion Project landscape construction drawings in order for ESA to prepare a site figure for the restoration plan. • Microsoft Word and pdf versions of the draft and final will be provided to the city electronically. The city will provide edits to each iteration via track-change and comments in a Word document. • The draft plan will be submitted within six (6) weeks of authorization to proceed. Revisions of the plan will be submitted within three (3) weeks of receipt of comments. Deliverables: • Five-year Maintenance and Monitoring Restoration Plan (draft and final) Task 3: Implementation Site Meetings ESA and Habitat West will attend up to three site meetings in late 2022 or 2023 with the construction Contractor and/or city to review the installation process and obtain information about, but not limited to, the irrigation system, container planting and seeding, and operational/safety protocols within the sewer lift station and adjacent property. The meetings are intended to assist with the transition and hand-over of the CSS restoration program from the Contractor (once their contract requirements are completed) to the ESA-Habitat West team working on behalf of the city and the City of Vista. Assumptions: • One staff person from ESA and Habitat West will attend up to three meetings. Meetings are expected not to exceed 2 hours each. • ESA and Habitat West will receive relevant as-built information (including potential field deviations/changes relative to the landscape construction drawings). Deliverables: • None Task 4: Biological Monitoring and Reporting for Five Years (July 2023 to June 2028) After the city approves the CSS installation phase conducted by the construction Contractor in 2023, ESA will proceed with biological monitoring and reporting for five years, which is expected to occur between July 2023 and June 2028 (i.e., post-installation Years 1-5). ESA will conduct up to six (6) site assessments during Year 1, five (5) site assessments during Year 2, four (4) site assessments during Year 3, four (4) site assessments during Year 4, and four (4) site assessments during Year 5. In addition, ESA will conduct quantitative monitoring assessments during Years 2-5 to collect transect data from two 25-meter long transects. While the CSS restoration is establishing during Year 1, transect monitoring is not planned or proposed. During the qualitative site visits, ESA will take photographs and note site conditions and issues including native plant development and health/vigor, soil conditions/moisture, irrigation system operation, weed presence, and any potential problems such as erosion, trash and/or vandalism. An important component of the DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 12 monitoring includes coordination with the maintenance contractor (i.e., the construction Contractor during Year 1 and Habitat West during Years 2-5) to agree on priority maintenance items and irrigation scheduling during different periods to achieve performance standards on schedule. In regard to reporting, ESA will provide a summary via email of site observation notes and maintenance recommendations after each site visit to the construction Contractor (during post- installation Year 1), Habitat West (during post-installation Years 2-5), and the city, and also provide succinct mid-year status memos during Years 1-5. In addition, ESA will prepare five (5) annual reports that will summarize site activities and conditions, monitoring data, progress on attainment of annual and final performance standards, photographs, and recommendations as needed. A draft of each annual report will be provided to the city and the City of Vista for review and comment. ESA will revise the respective annual reports in response to review comments and submit final reports to the city. Assumptions: • Report versions and review cycles: This scope of work includes a draft and final annual report (two iterations) for each year. Microsoft Word and pdf versions of the draft and final will be provided to the city electronically. The city will provide edits to each iteration via track-change and comments in a Word document. • The draft annual reports will be submitted within four (4) weeks of the end of the monitoring year. Revisions of the reports will be submitted within two (2) weeks of receipt of comments. • ESA will conduct up to six (6) site assessments during Year 1, five (5) site assessments during Year 2, four (4) site assessments during Year 3, four (4) site assessments during Year 4, and four (4) site assessments during Year 5. • ESA will conduct annual quantitative (transect) monitoring during Years 2-5. Deliverables: • Mid-year monitoring status memos during Years 1-5 • Annual reports during Years 1-5 Task 5: Maintenance for Four Years (July 2024 to June 2028) After the construction Contractor completes their post-installation Year 1 maintenance guarantee period in 2024, Habitat West will provide maintenance services for four years which is expected to occur between July 2024 and June 2028 (i.e., post-installation Years 2-5). In addition, after use of the temporary irrigation system has been phased out in the CSS area, maintenance services include removal of the system upon request of the city (see below). Maintenance will be conducted to support meeting performance standards on schedule. During post-installation Year 2 and Year 3, Habitat West will conduct monthly (12) maintenance visits for weeding, and as needed irrigation system repair, erosion control, and trash removal. Weed control will include a combination of manual hand removal and herbicide application, depending on the weed species and ability to apply herbicide without impacting native plant species. Irrigation system operation checks will occur bi-monthly (every two months) for six (6) months during the hotter, drier portion of the year and once per month for the remaining six (6) months in conjunction with weed control DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 13 maintenance visits. Year 2 maintenance services include replacement planting of up to 40 one- gallon container plants and applying supplemental native seed for approximately 10 percent of the site where native cover may be lower than desired. Year 3 maintenance services include replacement planting of up to 20 one-gallon container plants and applying supplemental native seed for approximately 7 percent of the site where native cover may be lower than desired. Habitat West will conduct eight (8) maintenance visits during Year 4 and six (6) visits during Year 5. Maintenance activities during Year 4 and Year 5 will be the same as listed above, except irrigation system operation and maintenance would not occur since use of the system is expected to be phased out by Year 3. No supplemental planting or seeding is included for Year 4 or 5. As a subtask under maintenance services, Habitat West upon request of the city will remove the above-ground components of the irrigation system (i.e., piping, sprinkler heads, etc.) and cap valves in the CSS area after irrigation use is phased out. It is planned that temporary irrigation use will be phased out by the end of post-installation Year 3 but the system will likely be left in place until the end of the revegetation effort in Year 5 (in case it needs to be reactivated due to severe drought or other circumstances). A separate cost for removal and disposal of the above- ground irrigation components is included in the fee estimate below as part of Year 5 maintenance services. Assumptions: • Habitat West will adhere to prevailing wage maintenance labor rates. • Habitat West will conduct monthly maintenance visits for post-installation Year 2 (12 visits) and Year 3 (12 visits); and conduct eight (8) maintenance visits for Year 4, and eight (8) maintenance visits for Year 5. • The proposed cost includes as needed replacement during Year 2 of up to 40 one-gallon container plants and applying supplemental native seed over approximately 870 square feet (i.e., 10 percent of the site). • The proposed cost includes as needed replacement during Year 3 of up to 20 one-gallon container plants and applying supplemental native seed over approximately 600 square feet (i.e., 7 percent of the site). • This proposal does not include water costs since it is assumed water will be provided by the city at no cost. Deliverables: • None Schedule All work under this scope of work will be completed by July 2028, unless otherwise agreed to in accordance with the authorized start date and time of completion. Fee Estimate The fee estimate for this scope of work is summarized below in Table 1 and detailed in Attachment 1. The fee estimate includes a 3% increase in labor rates at the beginning Agreement Year 3 (anticipated July 2024) and an additional 3% increase in labor rates at the beginning of Agreement DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C PSA23-2008UTIL City Attorney Approved Version 8/2/2022 14 Year 5 (anticipated July 2026). The total not to exceed amount for this scope of work is $159,696. ESA biological services will be conducted on a time-and-materials (T&M) basis and Habitat West (subcontractor) maintenance contractor services will be conducted on a fixed-fee (lump sum) basis. Should revisions to the scope of work above be necessary, a revised fee estimate will be determined in coordination with the city Project Manager. If the CSS restoration meets performance standards ahead of schedule as determined by the monitoring biologist and city, the post-installation maintenance and monitoring period may be completed and discontinued prior to five years with approval of the city and the City of Vista. TABLE 1 FEE ESTIMATE Professional Services Agreement Year Time Period Services Fee 1 October 2022-June 2023 Preparation of Restoration Plan and Site Visits/Meetings $16,140 2 July 2023-June 2024 Post-Installation Year 1 Monitoring/Reporting* $18,654 3 July 2024-June 2025 Post-Installation Year 2 Monitoring/Reporting and Maintenance $37,963 4 July 2025-June 2026 Post-Installation Year 3 Monitoring/Reporting and Maintenance $32,250 5 July 2026-June 2027 Post-Installation Year 4 Monitoring/Reporting and Maintenance $27,895 6 July 2027-June 2028 Post-Installation Year 5 Monitoring/Reporting and Maintenance & Irrigation System Removal $26,7941 Total * $159,696 1. The cost for Agreement Year 6 of $26,794 includes $24,814 for monitoring and maintenance and $1,980 for irrigation system removal. *Includes taxes, fees, expenses and all other costs. NOTE: ESA and Habitat West will contact the city project manager to establish a site access protocol, due to the site’s limited access, which will require coordination with EWA and NRG. DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/29/2021 License # 0E67768 (619) 788-5795 50206 (619) 574-6288 13056 Environmental Science Associates 550 Kearny St., Suite 800 San Francisco, CA 94108 42471 A 2,000,000 X X PSB0007416 12/1/2021 12/1/2022 1,000,000 Cont Liab/Sev of Int 10,000 EXU 2,000,000 4,000,000 4,000,000 1,000,000A X PSA0002468 12/1/2021 12/1/2022 Comp.: $1,000 Coll.: $1,000 3,000,000A PSE0003196 12/1/2021 12/1/2022 3,000,000 10,000 A X PSW0004135 12/1/2021 12/1/2022 1,000,000 1,000,000 1,000,000 B Prof Liab/Ded. $25K PKC112401 12/1/2021 Per Claim 5,000,000 B Poll Liab/Ded. $25K PKC112401 12/1/2021 12/1/2022 Aggregate 5,000,000 Re: All Operations City of Carlsbad/CMWD is Additional Insured with respect to General and Auto 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. City of Carlsbad/CMWD Attn: Public Works Contract Administration 1635 Faraday Avenue Carlsbad, CA 92008 ENVISCI-05 MCCOWANA IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Ali Smith Ali.Smith@ioausa.com RLI Insurance Company Crum & Forster Insurance Company X 12/1/2022 X X X X X X X X X X X DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C Named Insured: Environmental Science Associates Policy Number: PSB0007416 RU 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 II-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. In 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 D. 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. PPB 304 02 12 Page 1 of 1 DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C Named Insured: Environmental Science Associates Policy Number: PSA0002468 BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph 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 Bus-iness 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 - COVERED AUTOS LIABILITY COVERAGE, Para- graph 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 - COVERED AUTOS LIABILITY COVERAGE, Para- graph 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 -COVERED AUTOS 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. 0. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: 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 PPA 300 0313 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 - COVERED AUTOS 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 Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following 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 -COVERED AUTOS 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: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; DocuSign Envelope ID: C4F6CB60-164A-4C09-94F3-7E4CF8E13F8C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA WC 04 03 06 (Ed. 4-84) We have the rlght 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 __ 2 % of the California workers' compensation premium otherwise due on such remuneration. Schedule 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. Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Named Insured: Environmental Science Associates Policy Number: PSW0004135 Insurance Company: RLI Insurance Company Countersigned By ______________________ _ ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.