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HomeMy WebLinkAbout2012-11-27; Municipal Water District; Resolution 1453RESOLUTION NO. 1453 1 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF 3 CARLSBAD MUNICIPAL WATER DISTRICT (CMWD) APPROVING MASTER AGREEMENTS WITH RBF 4 CONSULTING, INFRASTRUCTURE ENGINEERING CORPORATION, GHD, DUDEK, MOFFAT AND NICHOL, 5 KLEINFELDER, RIGHT OF WAY ENGINEERING SERVICES, MELCHIOR LAND SURVEYING SERVICES, AIRX UTILITY 6 SURVEYORS, ANDERSON AND BRABANT, EPIC LAND SOLUTIONS, PLANNING SYSTEMS, ATKINS AND NBS TO 7 PROVIDE PROFESSIONAL SERVICES. 8 WHEREAS, the Board of Directors of Carlsbad Municipal Water District has reviewed 9 the need for the utilization of consultant services on an ongoing, as-needed basis in order to 10 maintain service levels; and 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2. That the agreements with RBF Consulting, Infrastructure Engineering 2Q Corporation, GHD, Dudek, Moffat and Nichol, Kleinfelder, Right of Way Engineering Services, WHEREAS, the Utilities Department solicited, received, and reviewed Statements of Qualifications for professional services consistent with Carlsbad Municipal Code section 3.28.070; and WHEREAS, subsequent to a review of the Statements of Qualifications, staff recommends RBF Consulting, Infrastructure Engineering Corporation, GHD, Dudek, Moffat and Nichol, Kleinfelder, Right of Way Engineering Services, Melchior Land Surveying Services, AirX Utility Surveyors, Anderson and Brabant Inc., Epic Land Solutions Inc., Planning Systems, Atkins and NBS as the most qualified consultants forthe disciplines listed above; and WHEREAS, expenditures for these professional services are subject to availability of capital project funding; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Carlsbad Municipal Water District (CMWD) ofthe City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 27 Melchior Land Surveying Services, AirX Utility Surveyors, Anderson and Brabant Inc., Epic Land 28 /( 1 Solutions Inc., Planning Systems, Atkins and NBS copies of which are attached as Exhibits 30 2 thru 44, are hereby approved. ^ 3. That the President of the Carlsbad Municipal Water District is hereby authorized 4 and directed to execute the agreements with RBF Consulting, Infrastructure Engineering 5 Corporation, GHD, Dudek, Moffat and Nichol, Kleinfelder, Right of Way Engineering Services, 6 Melchior Land Surveying Services, AirX Utility Surveyors, Anderson and Brabant Inc., Epic Land 7 Solutions Inc., Planning Systems, Atkins and NBS for, and on behalf of, the Carlsbad Municipal 8 Water District. 9 10 11 12 13 14 /// /// /// /// /// 15 16 17 18 19 20 /// /// /// /// /// 21 22 23 24 25 26 /// 27 /// 28 IZ III III III III 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Cartsbad Municipal Water Distnct Board of Directors and the Cartsbad City Council, held on the 27th day of November, 2012, by the following vote: AYES: Board Members Hall, Kulchin, Blackburn, Douglas, Packard NOES: None ABSENT: None MATT HALL, President ATTEST: LORRAfNE MJNOPD, ^etary (SEAL) Karen R. Kundtz, Assistant Secretary *.: c/s — %o CA899 MASTER AGREEMENT FOR CIVIL AND TRAFFIC ENGINEERING SERVICES (RBF CONSULTING) AGREEMENT is made and entered into as of the ^ day of 20/^ by and between the CARLSBAD MUNICIPAL WATER DISTNCT, 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 RBF CONSULTING, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering consultant that is experienced in civil and traffic engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to civil and traffic engineering. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2- STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager^'). The Executive Manager (or designee) or General 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 alt 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 wilt 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. I I If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records wilt 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 wilt allow inspection of alt 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 Alt 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, emptoyees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes alt claims to the copyrights in favor of CMWD. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Tim Thiele Title Utilities Director Title Project Manager Dept. Utilities Address 5050 Avenida Encinas, Suite 260 Carlsbad Municipal Water District Carlsbad, CA 92008-4386 Address 1635 Faraday Avenue Phone (760) 603-6243 Carlsbad CA, 92008 Email tthiele@rbf.com Phone (760) 602-2768 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 Clerk for the City of Cartsbad in accordance with the requirements of the City of Cartsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 ofthe 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 fonA/arded 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 tetter outlining the disputes will be fonA/arded 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 General Counsel Approved Version 2/17/12 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 payabte under this Agreement. CMWD wilt 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 othenA/ise recover, the full amount ofthe 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 ef 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 27th day of September ., 20 12 CONTRACTOR RBF CONSULTING, a Califomia corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary Distnct of the City of Carlsbad By: (sign here) Presiden it ^ ' (pnnt name/title) ATTEST: (pnnt name/title) LOR Secretary — CD • S c/> • -— _ If, ."X / \\ If required by CMWD, proper notanal acknowledgment of execution by cc^rrtnaotbY must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel Assistant General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of ^OftM ^\^&D- CA , A before me, CVAnOBft ^b^SV^DUA On personally appeared Here Insert Name and Title of the Officer Name(s) of Signer(s) LXJL-Jl • 1 ^ ^ ^ ANDREA SANDERS Commission # 1947527 Ipff'^l^ Notary PubHc - CaUfornia | '^^^T County I Comm. Expires Aug 11.20151 who proved to me on the basis of satisfactory evidence to be the person(e) whose name(e) is/are subscribed to the within instrument and acknowledged to me that he/cho/thoy executed the same in his/h©F/thetf authorized capacity(ie9)-, and that by his/hefAhetf signature(e) on the instrument the person(«), or the entity upon behalf of which the person(9) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h^d and official seal. Place Notary Seal Above Signature: OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Oescnp.,ono.Ana^^^^^ 8 • Document Date: kk>T P^firTCO(RT)mg Of-SusMtiaC^ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: S COT-T TpN LC^ _ Number of Pages: Signer's Name: ^Corporate Officer - Title(s): vliCi; B^a^t^QU-T" • Corporate Officer - Title(s) • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: ^ RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: • Individual RIGHT THUMBPRINT OF SIGNER • Partner — • Limited • General Top of thumb here • Attorney in Fact • Trustee • Guardian or Conservator n r>thpr- Signer Is Representing: © 2010 National Notary Association • NationalNotary.org • 1-BOO-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNqmi|DGMEI^ State of California Orange County of On September 28, 2012^^,^^^^^^ } Kim Hartsfield, Notary Public Here Insert Name and Title of the Officer personally appeared Michael V. Valenza Name(s) of Slgner(s) 1 KIM HARTSFIELO Commission # 1824540 Notary Public - California | i ^^SMBE/ Orange County g Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person^ii^whose name(j4 is/^subscribed to the within instrument and acknowledged to me that he/^(h6y executed the same in his/ho/tla^ authorized capacity(ij^, and that by his/hfl(fc/tii<feir signature(^on the instrument the personj^ or the entity upon behalf of which the person^acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my han/i and official seal. " ' ' Signature of Nctaly Public Signature. OPTIONAL Thouqh the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Master Agreement - City of Cartsbad Title or Type of Document: ^ r . • Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Michael V. Valenza • Individual ^ ,. _ . , , ^ Corporate Officer-Title(s): Vice President • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER RBF Cunsulliiiy Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: - RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: ©2007NationalNotaryAssociation.9350DeSotoAve.,PaBox2402.Chatsworth,CA 91313-2402.www.NationalNotary.or^ Item #5907 Reorder. Call Toil-Free 1-800-876-6827 Ik fc, *' fc fc fc fc fc fc, IT" fc fc. fc «> fc #' tff », !»' ft. fc I'' ». 1^ 1^ it Ik it CARLSBAD Master Agreement Consulting Services Civil and Traffic Engineering EXHIBIT A RATE SCHEDULE RBF CONSUlTfNC3 The rate schedule below indicates hourly billing rates for each member of the project team. These rates will be valid from the date of delivery of this SOQ (May 23, 2012) through December 31, 2015. OFFICE PERSONNEL $ / hour Principal / Vice President 225.00 Project Manager 195.00 Task Manager 180.00 Project Engineer 145.00 Landscape Architect 145.00 Transportation Planner 135.00 Design Engineer 135.00 Designer/Planner 118.00 FIELD PERSONNEL $/hour 2-Person Survey Crew 250.00 Licensed Surveyor 175.00 Field Supervisor 170.00 OTHER SERVICES AND FEES $/hour Clerical/Word Processing 63.00 Vehicle Mileage 0.60/Mile Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 10%. A subconsultant management fee of 10% will be added to the direct cost of all subconsultant services to provide for the cost of administration, subconsultant consultation and insurance. DIGITAL PREVIEW The rate schedule below indicates hourly billing rates for each member of the project team. These rates will be valid from the date of delivery of this SOQ (May 23, 2012) through December 31, 2015. PERSONNEL $ / hour Project Manager 110.00 OTHER SERVICES AND FEES $ / hour Vehicle Mileage 0.60/Mlle Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 10%. lit CQNaUtTtNG 16 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Marshall Plantz/Transportation^ Bill Plummer/Utilities October 16,2012 (Name and Department) Date Proposed modification(s) to the Prof. Liability requirement(s) for Master /Civil & Trafnc Engr Svcs-CA898-City; RBP CA899-CMWD Master/Storm Water Engr Svcs - CA905-Cit>- CA907-CMWD (Type of insurance) (Name of contract) • Reduce coverage to the amount of: fl Waive coverage lEl Other: Waive requirement of surplus lines carrier on the LASLI (formerly LESLI) FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) nsignificance of Contractor: Contractor has previous experience with the City that is important to the efTiciency of completing the scope of work and the quality ofthe work-product [explain] nsignificance of Contractor: Contractor has unique skills and there are few if any altematives. [explain: include number of candidates RFP sent to and number responded if applicable] •Contract Amount/Term of Contract: $ . Work will be completed over a period of •Professional Liability coverage is not available to this contractor or would increase the cost ofthe contract by I [explain]. ' I^Other (e.g. explain whv exposures are minimal how exposures are covered in another policv. exposure control mechanisms, and anv other informatton pertinent to vour request): Under the Nonadmitted and Reinsurance Reform Act (NRRA). as part of the Dodd-Frank Act and implemented in Insurance Code Section 1765.1. ^^ahen" nonadmitted insurers listed on the NAIC's (National Association oflnsurance Commissioners) Quarterly List of Alien Insurers are eligible to accept placements of Califomia risks from surplus lines brokers. 1 he federal action provides for the national listing, thereby allowing alien carriers to avoid individual filing requirements in each state such as those to be included on the LASLI (formerly LESLI). As of January 30. 2012 Lloyds of London/Beazlev syndicate voluntarily removed itself from the LASLL electing to rely on inclusion on the Quarterly List of Alien Insurers to provide insurance for Califomia risks from surplus lines brokers. Llovds has made a filing in Califomia that permits the Department oflnsurance to "recognize'' Lloyd's syndicates in the event of an inquiry from a broker or a member of the public. However, the extent to which standards tbr a surplus lines can-ier on the LASLI (List of Approved Surplus Lines Insurers) versus those on the Quarterly List of Alien Insurers is unclear as ofthe writing of this w-aiver and in recent articles appearing in the Tn<:nr«nr>P Joumal It appears that the state's implementing legislation has resulted in issues that mav need tn be resolved in court. In any case, there is confusion among brokers and clients because there are now 2 lists in the state, nn^ with ^approved" surplus lines carriers and the other, the national list of "eligible" surplus lines carriers Apparently Lloyds is trying to work with the state to sort out .some ofthe conlusion ad it can be anticipp,tPH th.t there will be more to come on this matter. In the meantime. Llovds of London/Beazlev syndicate and contmues to be the earner for RBF for its professional liabilitv insurance, it was on the LASLI until it mn,,^.t^H removal and it is the carrier for the contractor with significant onpoing proiects in the Citv. It is regne^t^H Lloyds ot London/Beazlev syndicate be accepted as the carrier for professional liabilitv insurance for RBF. Approved by Risk Manager for these 4 contracts onlv (^^ -/ZO/'^ (Signature) (Date) H;\WORD\lnsurance\Adniin Order #68 waiver modify insurance requirements doc 06/15/2006 CA907 MASTER AGREEMENT FOR STORM WATER ENGINEERING SERVICES (RBF CONSULTING) I THIS AGREEMENT is made and entered into as of the ^.ftJ^ 20by and between the CARLSBAD MUNICIPAL WATER DlsrRlCT a Public Agency organized under the Municipal Water of l^^^'^"^^^.f.^^^^^^^^ District of the City of Carlsbad, hereinafter referred to as "CMWD", and RBF CONSULTING, a California corporation, hereinafter referred to as "Contractor." RECITALS A CMWD requires the professional services of a engineering consultant that is experienced in wate..^^^^^^^^ on a non-exclusive, project-by-project C Contractor tias the necessary experience in providing professional services and advice related t^^Sfsu^^^^^ to CMWD 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: rMwn^rPtai^s ConVrac'tor to perform, and Contractor agrees to render, those services (the Se?) that a?eS^^^ Exhibit "A", which is incorporated by this reference .n accordance w/ith this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor underthis Agreement will be as specified in the Task Description for the project (see paragraph 5 below). Lie prrmTt"he"L'rv'iceTS will exercise the reasonable professional care and custSlv exe^^^^^^^ "^embers of Contractor's profession practicing in the MetroSrtan SoS California'Area, and will use reasonable diligence and best judgment The terSis Agreement will be effective for a period of three years starting from the date first written above. The wo^^^^^f^SlSractor pursuant to this Agreement will begin within ten nolXs after reS of no^ to proceed by CMWD and be completed within the time Inirrfied in thi Task Descrip on forthe project (see paragraph 5 below). Extensions of time for a'^soSTrskLescripton m^^^^^ granted if requested by Contractor and agreed to in writing bv me ExecutL ManSer (or designee) or General Manager of CMWD as authorized by the FvPcutivrMan^^^^ ("General Manager"). The Executive Manager (or designee) or General Sger givfa lowancS for documented and substantiated unforeseeable and unavoidable rfplavf norcaused b^ a lack of foresight on the part of Contractor, or delays caused by CMWD fnac«on or oth^ agencies^ of timely action' In no event shall a specific Task Descnption exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coveraqes 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. I I If box is checked. Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Richard Lucera Title Utilities Director Title Senior Project Manager Dept Utilities Address 9755 Clairemont Mesa Carlsbad Municipal Water District San Diego, CA 92124 Address 1635 Faradav Avenue Phone (858) 810-1448 Carlsbad CA, 92008 Email rlucera@rbf com Phone (760) 602-2768 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 Clerk for the City of Carlsbad 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. 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 othen/vise 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 fonA/arded 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 fonA/arded 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement. CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or. in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this I ^ day of 20^ CONTRACTOR RBF CONSULTING, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of Jhe City of Carlsbad By: (sign here) (print name/title) ATTEST: By: tgn here) (print name/title) LO Secretary bo ^7#^°"^'|^^ ""'••„. If required by CMWD, proper notarial acknowledgment of execution by contractiP^must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: ounsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of g:)CUO } ' ' Here Insert Name andTitje of the Officer ^ personally appe'ared ^''^ ^^.^^"^^ MEUSSAC. KESSLER \ Commissiofl No. 1830381 o NOTARY PUBUC-CAUFORNIA f SAN OIEGO COUNTY < My Conwn. Expires January It 2013 \ who proved to me on the basis of satisfactory evidence to be the persorj^^ whose nam^(^]CSy>i^ subscribed to the within instrument and acknowledged to me that ^^nt^ executed the same \n(^!jd^lV^r authorized capacity^rsl), and that by<S^2h^r/tJ««ir signature» on the instrument the personCi^, or the entity upon behalf of which the personals) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h^nd and official seal. 0 .. kjL>r9jr\ Place Notary Seal Above Signature OPTIONAL - Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document ^ fN /« ,„„• ,,,.^,,..„..„„„..Ox-Ur^rrMJi^to^-mn,s^£ -G><LVW ku>^o^ 2Qa-2o\s Document Date: Number of Pages: Q^^S. Signer(s) Other Than Named Above: ^\ ^ Capacity(ies) Claimed by Slgner(s) Signer's Name: . • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: - RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: SS^SSS^^^iSSS^eS^^^^^^ Reorder:CallToll-Free1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On October 4, 2012 Date personally appeared } before me, Kim Hartsfield, Notary Public Here Insert Name and Title of the Officer Michael V. Valenza Name(s) of Signer(s) TjOgS^ KIM HARTSFIELO li^SBa Comniission # 1824540 I iE^^pg Notary PubUc - California f m^^SS^ Orange County g I ^*™»^ My Comm. Expires Nov 25.20121 who proved to me on the basis of satisfactory evidence to be the person(;S^whose name(*) is/a*e. subscribed to the within instrument and acknowledged to me that he/gfee/tb^y executed the same in his/hsfe^tbeir authorized capacity(154), and that by his/h»rytb6ir signature^C on the instrument the person(^ or the entity upon behalf of which the person^acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature. OPTIONAL - 10 ana otTiciai seal. SlgnatOfe of NofarJ Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document ^ , Master Agreement - City of Carlsbad Title or Type of Document: ^ i Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Michael V. Valenza • Individual ^ Corporate Officer — Titie(s): Vice President • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here RBF Cunsulliny Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 5 J \ if ft. ^. ? 5 ? 5 5 ? 5 5 5 5 CITY or CARLSBAD Master Agreement Consulting Services Storm Water Engineering RATESCHEDULE ^'^"^^^^ The rate schedule below indicates hourly billing rates for each member of the project team. These rates will be valid from the date of delivery of this SOQ (May 23, 2012) through December 31, 2015. OFFICE PERSONNEL $ / hour Principal 225.00 Project Manager 192.00 Task Manager 179.00 Project Engineer 153.00 Design Engineer 134.00 Designer/Planner 118.00 FIELD PERSONNEL $ / hour 2-Person Survey Crew 250.00 Licensed Surveyor 177.00 Reid Supervisor 172.00 OTHER SERVICES AND FEES $ / hour Clerical/Word Processing 63.00 Vehicle Mileage 0.60/Mile Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 10%. A subconsultant managennent fee of 10% will be added to the direct cost of all subconsultant services to provide for the cost of administration, subconsultant consultation and insurance. iky 5 5 CONBULTINB A ^^^^H Comptrv 18 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Marshall Plantz/Transportation, Bill Plummer/Utilities October 16,2012 (Name and Department) Date Proposed modification(s) to the Prof. Liability requirement(s) for ^^^aster/Civil & Engr Svcs-CA898-City ^ oDc CA899-CMWD Master/Storm Water Engr Svcs - CA905-City; CA907-CMWP (Type of insurance) (Name of contract) Q Reduce coverage to the amount of: _________ Q Waive coverage ^ Other: Waive requirement of surplus lines carrier on the LASLI (formerly LESLI) FACTOR(S) IN SUPPORT QF MODIFICATION(S) (check those that apply) nsignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality ofthe work-product, [explain] Significance of Contractor: Contractor has unique skills and there are few if any altematives. [explain: include number of candidates RFP sent to and number responded if applicable]. •Contract AmountATerm of Contract: $ . Work will be completed over a period of •Professional Liability coverage is not available to this contractor or would increase the cost ofthe contract by I [explain]. ' _ — i^^Other (e.g. explain whv exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and anv other information pertinent to vour request): Under the Nonadmitted and Reinsurance Reform Act (NRRA). as part ofthe Dodd-Frank Act and implemented in Insurance Code Section 1765.1. "alien" nonadmitted insurers listed on the NAIC^s (National Association of Insurance Commissioners) Quarterly List of Alien Insurers are eligible to accept placements of California risks from surplus lines brokers. 1 he federal action provides for the national listing, thereby allowing alien carriers to avoid individual filing requirements in each state such as those to be included on the LASLI (formerly LESLI). As of January 30, 2012 Llovds of London/Beazlev syndicate voluntarily removed itself firom the LASLL electing to rely on inclusion on the Quarterly List of Alien Insurers to provide insurance for Califomia risks from surplus lines brokers. Lloyds has made a filing in Califomia that permits the Department oflnsurance to "recognize" Lloyd^s syndicates in the event of an inquiry from a broker or a member ofthe public. However, the extent to which standards for a surplus lines carrier on the LASLI (List of Approved Surplus Lines Insurers) versus those on the Quarterly List Apparently T.l.yH, .^t^np ..4^11 l LL L, T^' '-^t of ehinhi;^urDl„. Hn.. - ^ ""^ Prnfrssional liahility insurance fnr PRP goved by Ri.sk Manager fnr th^^e 4 contract, nni. (Signature) (Date) CA909 MASTER AGREEMENT FOR WATER/RECYCLED WATER ENGINEERING SERVICES (INFRASTRUCTURE ENGINEERING CORPORATION) CjHlS AGREEMENT is made and entered into as of the 4^"^ day of ^i,^Mc^ , 20by and between the CARLSBAD MUNICIPAL WATER DISTF^CT, 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 INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in water/recycled water engineering. B. The professional services are required on a non-exclusive, project-by-project basis C. Contractor has the necessary experience in providing professional services and advice related to water/recycled water engineering. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Contractors 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-:Vll' OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10 11 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10 12 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10 13 Workers' Compensation and Emplover's Liabilitv. 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. 10 14 Professional Liabilitv. 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. •] If box is checked. Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Anders Egense Title Utilities Director Title Senior Project Manager Dept Utilities Address 14271 Danielson Street Carlsbad Municipal Water District Poway, CA 92064 Address 1635 Faraday Avenue Phone (858)413-2400 Carlsbad CA, 92008 Email aegense@iecorporation.com Phone (760) 602-2768 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 Clerk for the City of Carlsbad 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. 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 ofthe 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 othenA/ise 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 fon^/arded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such 5 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe 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 ef 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_ day of 20__/. CONTRACTOR INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of tlje City of Cartsbad By: (sfgn here) (print name/title) ATTEST: By: ,x\»»>'"//,. (sign here) (print namehitle) LO Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: TCssistant General Counsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of. } On SS'PT. c25;JlO/2 before me, iVAf^^Al M .eAi^Lm£ K/nrAj^V fUfH/r. Date / Here Insert Name and Title of the officer personally appeared _ ?l^£STOs/ H. LtV\/i^ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(-6)- whose name(6) is/afe subscribed to the within instrument and acknowledged to me that he/sho/thoy executed the same in his/hor/thoir authorized capacity(4e^, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person^s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Place Notary Seal Above Signatur OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of 9g(ges: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservat? • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Jigner's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OFSIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of. } On before me, Date' ' Here Insert Name andfTitle of the Officer / personally appeared \/lC^^\ S^h/A'ix/ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(€) whose name(&) is/are subscribed to the within instrument and acknowledged to me that -he/she/they executed the same in-l=H9/her/their authorized capacity (ies), and that by -his/her/their signatu re(s)- on the instrument the person(^, or the entity upon behalf of which the person(e) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Place Notary Seal Above Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pac Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator^ • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here liner's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 •Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 EXHIBIT A CITY OF CARLSBAD MASTER AGREEMENT CONSULTING SERVICES RATES FOR 2013-2015 HOURLY CHARGE RATE AND EXPENSE REIMBURSEMENT SCHEDULE Professional Hnginecring Intem/Technician .% 75 CADD Designer I/luigineer I % 115 Craphic Designer $ 115 CADD Desi^^ier II/Engmeer II $ 120 CADD Designer lll/luigmeer III $ 130 Designer/Project Engineer $ 140 Senior Project Hngineer $ 165 Senior Project lingineer Planning & IS..I 190 Project Manager $ 190 Senior Project Manager $ 200 Principal ! S 205 Principal Planning & IS |i 215 Surveying Principal Suireyoi' I 165 Project SunTyor I 140 Field - 2 Man Crew $ 195 Office-Sim'ey Drafting... $ 130 Administrative Adininistrative Clerk % 70 W'ord Processor/Admin Support $ 80 Environmental Intcrn/'rechnician % 70 linv Specialist I/Project Coord I % 100 Technical liditor $ 95 Lead Technical Kditor S115 Graphic xVrtist S 115 Knv Specialist Il/Project Coord II $ 110 Env Specialist Ill/Project Coord III % 120 Project Manager I $ 130 Project Manager II $ 140 Senior Technical Staff. % 170 Senior Project Manager $ 195 Principal $ 200 Construction * C^onstruction Inspector $ 115 Senior Construction Inspector % 130 Resident I Engineer $ 145 Construction Manager $ 170 Sr. (construction Manager $ 185 CM Coordinator $ 100 Asst CM Coordinator $ 80 Sub-consultants will be billed at cost plus 10" o unless specified othciAvise in the agreement. Reimbursable Costs Reproduction, special photography, postage, deliver}' seixices, express mail, printing, U-avel, parking, and any other specialty seivices performed by subcontractor will be billed at cost plus 15° o. Mileage will be billed at the current IRS allowed rate. ^ Ineld personnel rates are inclusive of veliicle, mileage, phone, computer, etc. Inspection rates shown are for prevailing wage projects. Inspection rates for non-prevailing wage contracts are $15 doUars an hour less than the listed rate. Inspection rates for overtime are 130 dollars an hour more than the listed rate. 14271 Danielson SfreeJ, Poway, California 92064 T 858.413.2400 F 858.413.2440 www.iecorporation.com CA908 MASTER AGREEMENT FOR WATER/RECYCLED WATER ENGINEERING SERVICES (GHD INC.) THIS AGREEMENT is made and entered into as of the ^^f^ day of y/-^^fxM^ 20J^, by and between the CARLSBAD MUNICIPAL WATER DIST4^1CT, 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 GHD INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in water/recycled water engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to water/recycled water engineering. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Descnption 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100 000) 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 Descnption ) 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 Descnption 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 Descnption will also include a description of the method of payment and will be based upon an hourty 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 wiH 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 ederal or sta^^^^ 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 ^^y foment, employee,^^o^^ 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 oersons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor s work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS . CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION ^.^ r ^ . u ^ ^ Contractor agrees to indemnify and hold harmless CMWD and the City of Cartsbad and its officers officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees ansing out of the performance of the work descnbed herein 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Cartsbad 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 earty 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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 offive years following the date of completion ofthe work. I I If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived 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: 3 General Counsel Approved Version 2/17/12 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 Providina 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE . , *u * «f th^ Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS ^ u *u Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement All records will be cleariy identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcnpts or copies of records and any other documents created pursuant to this Agreement. Contractor will a low inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS ... * All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Elmer Alex Title Utilities Director Title Proiect Manager Dept Utilities Address 3750 Convov Street. Suite 220 Carisbad Municipal Water District San Diego, CA92111 Address 1635 Faradav Avenue Phone (858) 244-0440 Carisbad CA, 92008 Email elmer.alex@ghd.com Phone (760) 602-2768 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 Clerk for the City of Carisbad in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 \A;ay 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 ofthe requirements ofthe 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 wil be used to resolve any questions of fact or interpretation not othenrt/ise 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 bo h 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 fon/yarded 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION ^^^^^^^ In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS u « ^ * r^^MA/^^ 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 ef 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// General Counsel Approved Version 2/17/12 26. AUTHORITY The Individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this day of ^1"^^^ . SOj^s.. CONTRACTOR GHD INC., a California corporation By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of th^ City of Carlsbad By: (sign here) vice President (print name/title) ATTEST: (sign here) r-; :i secretary ^DUKJCA^) V^^^^^i (print name/title) LOtRRAlN Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By:_. Assistant General General Counsel Approved Version 2/17/12 state of Arizona ) ss County of Maricopa ) On th\sryl3 day dfA)Afi^/^/^. 2012, before me, Virginia S. Lazzaro, Notary Public in and for the State of Arizona, CountY of Maricopa, personally appeared J. Duncan Findlay, who acknowledged himself to be the Secretary of GHD Inc., a California corporation, and that in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained as his voluntary act and deed. In witness whereof, I hereunto set my hand and official seal. VIRGINIA S LAZZARO Notary Public - Arizona Maricopa County My Commission Expires May 31, 2016 m m mm m m m m m Virgini^. Lazzaro Notary Public CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT before me, f Date f ~v Here Inse* Name and Title of the Officer / State of Calit0fK)ia County On personally appeared V Here lnse< Name ana Name(s) of Signer(s) CoiMiiitsion # 1887323 Noltfy Public - CaWornia San Diego County who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Place Notary Seal and/or Stamp Above Signature: OPTIONAL al Signature of Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ^ — Document Date: Number of Pages: Signer(s) Other Ttian Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Umited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2008 National Notary Association• 9350 De Soto Ave., P.O. Box 2402'Cfiatsworth, CA 91313-2402.www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 statement of Qualifications for Master Agreement Consulting Services - Category 5: Water/Recycled Water Engineering EXHIBIT A Section 5 Rate Schedule FEE SCHEDULE - CENTRAL-SOUTHWEST CALIFORNIA (Effective August 2011) Hourly Rates n Principal-ln-Charge (Tim Monroe) $210 Q/VQC (Mark Soldati) 210 Project Manager (Elmer Alex) 'I Task IVIanagers Senior Project Engineer (Michael Marquis, Greg Watanabe) 170 Project Engineer (Michael Wykosky, Jon Arenz) 145 Support Services Corrosion Engineer (Jeff Knauer) Senior Project Engineer (Dawn Guendert) 170 Senior Structural Engineer (Craig Lewis) Transient Analysis (Peter Chan) 255 Project Engineer (Raymond Wong) 1 Senior CADD Designer Designer/CADD Project Administrator ®^ Word Processor & Clerical Support 75 Employee time will be billed in accordance with the fees listed above. Professional employees will not be charged out at premium charge rates for overtime work. Expenses and other similar project related costs are billed out at cost plus 10%. Mileage will charged at the rate determined by the IRS plus 10%. Subconsultants shall be billed out at cost plus 10%. The cost of using equipment and specialized supplies is billed on the basis of employee hours dedicated to projects. Our rates are: A. Office consumables $6.00/hr Payment for work and expenses is due and payable upon receipt of our invoice. n These rates do not apply to forensic-related services, or to work for which Prevailing Wage obligations exist^ It is the responsibility of the client to notify GHD Inc in writing if Prevailing Wage obligations are applicable, in which case the fees will be adjusted proportionate to the increase in labor cost. 23 I GHD for City of Carlsbad & Carlsbad Municipal Water District CA912 MASTER AGREEMENT FOR WATER/RECYCLED WATER ENGINEERING SERVICES (DUDEK) f THi«^ AGREEMENT is made and entered into as of the ^..,fZr-rI V^Jw 20/^ by and between the CARLSBAD MUNICIPAL WATER DlST^lcTtpublic Agency ^anized under the Municipal Water Act of 1911. and a Subs.d.^^^^ District of the City of Carisbad, hereinafter referred to as 'CMWD , and DUDEK, a Calitornia corporation, hereinafter referred to as "Contractor." RECITALS ^ ^ . A CMWD requires the professional services of an engineering consultant that is experienced in wate..^^^^^^^^ on a non-exclusive, projec,-by-proiect C Contractor has the necessary experience in providing professional services and advice related ^^^^^^^1^^^^^^^:^^^^^ to CMWD 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: CMWDSISS to perfomi, and Contractor agrees to render "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractors obligations with respect to any project granted to Contractor underthis Agreement w!?l be as specified in the Task Description forthe project (see paragraph 5 below). while exercising its professional skill and expertise. The ter^^his Agreement will be effective for a period of three years starting from the date first written above. exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). 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 houriy 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 Carisbad 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, ©niployee 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 pnor written approval of CMWD If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION , ^ . u . ^ . Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad 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 descnbed herein 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Carisbad 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 eariy 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coveraaes 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. I I If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad 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 cleariy identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Russ Bergholz Title Utilities Director Title Senior Project Manager Dept Utilities Address 605 Third Street Carisbad Municipal Water District Encinitas. CA 92024 Address 1635 Faraday Avenue Phone (760)479-4107 Carisbad CA, 92008 Email rbergholz@dudek.com Phone (760) 602-2768 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 Clerk for the City of Carisbad in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 fon^/arded 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 fonA/arded 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// General Counsel Approved Version 2/17/12 •A 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_ ^ijU^ day of 20L2^. CONTRACTOR DUDEK, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Xsign hereOudek Frank Dudek President— (print name/titiej ATTEST: (sign Mike Metts LOR Secretary "3 O If required by CMWD, proper notarial acknowledgment of execution b>//ppntr,^)Dr must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary. Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel Assistant General Courisel General Counsel Approved Version 2/17/12 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 12010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5910 EXHIBIT A RATE SCHEDULE Dudek has reviewed the City's standard professional services agreement and agrees to all the terms including fixed rates for the three (3) year term and subconsultants markup not greater than 10%. 2012 STANDARD ENGINEERING SERVICES Project Director S235.00/hr Principal Engineer III S220.00/hr Principal Engineer li S205.(ra/hr Principal Engineer I S195.00/hr Program Manager S200.00/hr Senior Project IVIanager S185.00/hr Project IVIanager S175.00/hr Senior Engineer III S165.00/hr Senior Engineer II $160.00/hr Senior Engineer I $150.00/hr Project Engineer IV/Technician IV $140.00/hr Project Engineer Ill/Technician ill $130.00/hr Project Engineer ll/Technician II S120.00/hr Project Engineer I/T echnician I $105.00/hr Project Coordinator $85.00/hr Engineering Assistant ..$75.00/hr ENVIRONMENTAL SERVICES Principal S225.00/hr Senior Project Manager/Specialist II S210.00/hr Senior Prpject Manager/Specialist I $200.00/hr Environmental Specialist/Ranner VI S180.00/hr Erjvironmental Spedaiist/Planner V $160.00/hr Environmental Specialist/Planner IV S150.00/hr Environmental Specialist/Planner III $140.00/hr Environnrjentel Specialist/Planner II..., $130.00/hr Environnrwntal Specialist/Planner I, S120,00/hf Analyst $100.00/hr Planning Research Assistant $80.00/hr COASTAL PLANNING/POLICY SERVICES Senior Project Manager/Coastal Planner I S200.00/hr Environmental SpeclaHstTCoastal Planner VI ..$190.00/hr Environmental Specialist/Coastal Planner V ...S170.00/hr Environmental SpedaKst/Coastal Planner IV ..S160.00/hr Environmental SpeciaHst/Coastal Planner III.. S150.00/hr Environmental SpeciaHst/Coastal Planner II....S140.00/hr environmental SpeciaHst/Coastal Ranner I SI30.00/hr ARCHAEOLOGICAL SERVICES Senior Project Manager/Archaeologist il S210.00/hr Senior Project Manager/Archaeologist I S200.00/hr Environmental Specialist/Archaeologist VI S180.CK)/hr Environmental Specialist/Archaeologist V...S160.00/hr Environmental Specialist//\rchaeologist IV..S150.(H)/hr Environmental Specialist/Archaeologist III ..S140.00/hr Environmental Specialist/Archaeologist II ...S130.00/hr Environmental Specialist/Archaeologist I ....S120.00/hr Archaeologist Technician II S70.00/hr Archaeologist Technician I S50.00/hr CONSTRUCTION MANAcanENT SERVICES Principal/Manager S195.00/hr Senior Construction IVIanager $180.0Q/hr Senior Project Manager S160.00/hr Construction Manager $150.00/hr Project Manager S140.00/hr Resident Engineer S140.00/hr Constructiwi Engineer S135.00/hr On-site Owner's Representative $130.00/lw Constriction Inspector III S125.00/hr Construction Inspector II S115.(M3/hr Conduction Inspector I S105.00/hr Prevailing V\fege Inspector S135.00^r DUDEK DUDEK SCHEDULE OF CHARGES HYDROGEOLOGICAL SERVICES Principal $220.00/hr Sr. Environmental Engineer $190.00/hr Sr. Hydrogeologist/Sr. Proj Mgr $170.00/hr Project Manager $155.00/hr Assodate Hydrogeologist/Engineer $140.00/hr Hydrogeologist IV/Engineer iV $125.00/hr Hydrogeologst Ill/Engineer III $115.00/hr Hydrogeologist ll/Engineer II $ia5.00/hr Hydrogeologist I/Engineer I $95.00/hr Technician $95.00/hr DISTRICT MANAGEMENT & OPERATIONS District General Manager $175.00/hr District Engineer $160.00/hr Operations Manager $150.00/hr District Secretary/Accountant $85.00/hr Collections System Manager S95.00/hr Grade V Operator $100.00/hr Grade IV Operator $85.00/hr Grade III Operator $80.00/hr Grade II Operator S63.00/hr Grade I Operator S55.00/hr Operator in Training $40.00/hr Collechon Maintenance Wbrkerll S55.00/hr Collection Maintenance Wbrker I $40.00/hr OFFICE SERVICES Technical/Drafting/CADD Services 3D Graphic Artist $150.00/hr Sentor Designer $135.00/hr Designer $125.00/hr /\ssistant Designer $120.00/hr GIS Specialist IV $150.00/hr GIS Specialist III $140.00/hr GIS Spedalist II $130.00/hr GIS Spedalist I $120.00/hr CADD Operator III $115.00/hr CADD Operator II $i 10.00/hr CADD Operator I $95.00/hr CADD Drafter S85.00/hr CADD Technician $75.00/hr SUPPORT SERWCES Technical Editor III $140.00/hr Technical Editor II $125.00/hr Technical Editor I $110.00/hr Publications /Assistant lil $100.00/hr PuWicatfons Assistant II $90.00/hr PuWications /tesistant I $80.00/hr Clerical Admanistration II $80.00/hr Clerical Adnr«nistration I $75.00/hr Forensic Engineering - Court appearances, depositions, and interrogatories as expert witness w8l be billed at 2.00 times normal rates. Emergency and Holidays - Minimum charge of two hours will be billed at 1.75 times the normal rate. IVIaterial and Outside Seivices - Subcontractors, rental of special equipment, special reproducSoRs and bkiepriiding outside data processmg and computer senrices, etc., are charged at 1.15 times the direct cost. Travel Expenses - Mileage at current IRS aAow^ rates. Per diem where ovemi^t slay is involved is charged at cost lnvoices,Late Charges. • AU fees will be bHIad to Client monthly and sha* be due and payable upon receipt. Invoices ara definquent ifnot paid wShin thirty (30) days torn dais of Ihe invoice. CBent agrees to pay a monthly lata charge equal lo one percent (1%) per nr»onth ofthe outstantKng balance until paid in Ibll. Effective January 1, 2012 DUDEK Master Agreement Consulting Services - Waste Water Engineering CA915 MASTER AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES (MOFFATT & NICHOL) / THIS AGREEMENT is made and entered into as of the ^<^^ day of ^W^J 20^ by and between the CARLSBAD MUNICIPAL WATER DISTRTCT, a P^c Agency organized under the Municipal Water Act °fJ911 an^ District ofthe City of Carlsbad, hereinafter referred to as "CMWD", and MOFFATT & NICHOL, a California porporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in structural engineering. ^.^-.^M KX, nmi^^rt B. The professional services are required on a non-exclusive, project-by-project C Contractor has the necessary experience in providing professional services and advice related to^^^^^^^^^^^^^^^ ^ ^^^^^33, 3,, ,33 3fnrmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of ttiese recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: CMWD^etams ConS to perform, and Contractor agrees to render |h°f^«,/eryices^ "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 Contra(^or underthis Agreement will be as specified in the Task Description forthe project (see paragraph 5 below). ^Nle pSnrha^L'rvic^^^^^^^^^ will exercise the reasonable professional care and custSv exercf^^^^ reputable members of Contractor's profession practicing in the MelroS^an S^XrCalifornia A^^ and will use reasonable diligence and best judgment while exercising its professional skill and expertise. The ter^^is Agreement will be effective for a period of three years starting from the date first written above. the wo^^^^^S^ractor pursuant to this Agreement will begin within ten no^Xs aLr reS of S to proceed by CMWD and be completed within the time ffiied in the Task Descripton for the project (see paragraph 5 below). Extensions o time for a soedfic Task Description may be granted if requested by Contractor and agreed o in writ ng bv the Executh/e XnM^^ (or designee) or General Manager of CMWD as authorized by the Exec!tivf Manaqr?^^^^^^^^ Managed). The Executive Manager (or designee) or General Ser w^ givl allowance for documented and substantiated unforeseeable and unavoidable rfe^avrnot caused by a lack of foresight on the part of Contractor, or delays caused by CMWD fntction or otheragencies' lack of timely action. In no event shall a specific Task Descnption exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION . The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount ahowed per Project Task Description and Fee Allotment will not exceed one hundred thousand do Iars ($100 000). Fees will be paid on a project-by-project basis and will be based on Contractors 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 Descnption ) 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 sen/ices 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 wi I be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6 STATUS OF CONTRACTOR . . . A Contractor will perform the Sen/ices 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 wN^ 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 sen/ices 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 corriplete lompenSn to which Contractor is entitled. CMWD will not make any ederal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not bfrSred to pay any workers' compensation insurance or unemployment contnbutions on behSfo Contractor or its employees or subcontractors. Contractor agrees to '"demnify CMWD and he Crty of Carlsbad within thirty (30) days for any tax, retirement contnbution social secumy overtime payment, unemployment payment or workers' compensation payment which CMWD mav be required to make on behalf of Contractor or any agent, employee or subcontractor of Contrador for work done under this Agreement. At CMVVD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7 .SUBCONTRACTING . „ i „» Contractor will not subcontract any portion of the Services witiiout prior wntte-i approv^ of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully resp°ns,bte to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either diS oMndirectly employed by the subcontractor, as Contractor is for the acts and omissions oSons directly employed by Contractor, Nothing contained in this Agreement will create any coSual rSonship between any subcontractor of Contractor and CMWD. Contractor will be ^espSe i^m^ent of subcontractors. Contractor will bind every subcontractor and every Xn actor of^a by the terms of this Agreement applicable Contrador's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS c«>„,i.». CMWD resen/es the right to employ other Contractors in connection with the Services. Contrado^aJr^ls^oIndem and hold harmless CMWD and the City of Carlsbad and its officers officials employees and volunteers from and against all claims, damages, losses and Senses i^I^J'uding attomeys fees arising out of the performance of the work descnbed herein 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 o^thf 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 ot this section, and that this section will survive the expiration or early termination of this Agreement. Contradof^vlilf obtain and maintain for the duration of the Agreement and any and all amendments, insurance against daims for injuries to persons or damage to P/cperty wh ch may arise out of or in connection with performance of the services by Con rador or Contrador s agents, representatives, employees or subcontractors. The insurance carrier admitted and authorized to do business in the State of Californ a The insurance earner is required to have a current Best's Key Rating of not less than A-.VII OR with a surpfusline insurer on the State of Califomia's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least A;X . 10.1 r-nveraoes and Limits. Contrador will maintain the types of coverages and mi^^^^ I mits indicated below unless the Risk Manager or Executive Manager for CMWD approves a ower amouTThesrminimum amounts of coverage will not constitote any limitations or cap on Contrador's indemnification obligations underthis Agreement. CMWD, rt%°^'c^fS'/9^"^ .^"^ emolovees make no representation that the limits of the insurance specified to be earned by Con rador p^fsuant to this Agreement are adequate to proted Contrador. If Contrador believes thafany reSd insurance%overage is inadequate. Contractor will obtain such additional insurance coverage, as Contrador deems adequate, at Contrador's sole expense. 10 11 Commerdal General I lability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property lamage 'V^e submitted po c^^^ contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement orthe general aggregate will be twice the required per occun-ence limit. 1012 Automobile Liabilitv (if the use of an automobile is involved for Contradors work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. •10 13 Workers' Compensation and Emnlover's Liabilitv. Workers' Compensation limits as required by the Califomia Labor Code. Workers' Compensation will not be required if Con?rado?has no employees and provides, to CMWD's satisfadion, a dedaration stating this. 10 14 Prnffissional Liabilitv. Errors and omissions liability appropriate to Contrador'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. I I if box is checked, Professional Liability CMWD's initials Contractors initials Insurance requirement is waived. 10 2 AriHitinnal Provisions. Contrador will ensure that the polides of insurance required under this Agreement contein, or are endorsed to contain, the following provisions; 3 General Counsel Approved Version 2/17/12 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 f xecutbn 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 Po''C'es .n order to maintain the required coverages. Contractor is responsible for any payments made by CMW^^^ 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 f^.ihmission of ln-c;urance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. clntracToTwil^^^^^^ a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. cLracto'^'i^illm^ accurate records with respect to costs incurred under this AgreLr^ent All re^ will be clearly identifiable. Contractor will allow a representative o SD during normal business hours to examine, audit, and make transcnpts or copies of Ss and anyTher documents created pursuant to this Agreement^ Contractor wHl a ow [nspection 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 ^ , AH work product produced by Contractor or its agents, employees, and subcontractors pursuant fo trs Km^^^^ property of CMWD. In the event this Agreement is terminated, a work product prXed by Contractor or its agents, employees and subcontractors pursuant^^^^^^^^^^ Agreement will be delivered at once to CMWD. Contractor will have the nght to make one (1) copy of the work product for Contractor's records. ctntrac^lShlt all copyrights that arise from the semces will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Perry Schacht Title Utilities Director "~ Title Project Manager Dept utilities Address 1660 Hotel Circle North. Ste. 500 Carlsbad Municipal Water District San Dieqo, CA 92108 Address 1635 Faradav Avenue Phone (619) 220-6050 Carlsbad CA, 92008 Email pschacht@moffattnichol.com Phone (760) 602-2768 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 ^.^ x ^ i u ^ Contractor shall file a Conflict of Interest Statement with the Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categones. 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 feet 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 wil 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 wou d be of benefrt 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 resdution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fojwa 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement. CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee. commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. CMWD will have the right to annul this Agreement without liability, or. in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS u ^ * r^K/.xA/n By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWU 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 Califomia 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. JURISDICTIONS AND VENUE . . Any action at law or in equity brought by either of the parties for the purpose of enforcing a nght 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 or 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 ^ , * ^ u * 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't^ case ^ conflict, the terms of the Agreement supersede the purchase order. Neither this Agreemer^^^ n^^^ any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and Contractor each represent and warrant that they to bind Contractor to the terms and conditions of Executed by Contractor this_^_I__ day of CONTRACTOR MOFFATT & NICHOL, a California corporation By: the instruments referenced in it on behalf of have the legal power, right and actual authority this Agreement. .20/2. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911. and a Subsidiary District of thej^ity of Carlsbad By: (sign here) (print name/title) ATTEST: LOFtRAlNE Secretary (print name/title) If reouired bv CMWD proper notarial acknowledgment of execution by contractor must be attachef If^^ Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise the corporation must attach a resolution certified by the secretary or assistant secre^rund^^^ corporate seai^powering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel General Counsel Approved Version 2/17/12 CALIFORNIA JURAT WITH AFFIANT STATEMENT ^See Attached Document (Notary to cross out lines 1-6 below) See Statement Below (Lines 1-5 to be completed only by document signer[s], nof Notary) Signature of Document Signer No. 1 State of California . 1 M^tS County la 1 G«iimMMi#tfFtS81 IMiiyPMMe-ClMofMia Place Notary Seal Above Signature of Document Signer No. 2 (if any) Subscribed and sworn to (or affirmed) before me on this Qii day of 5m\(imWf/ _ . 20j2r'by (1). ,___N[;mne of Signer proved to me on the basis of satisfactory evidence to be the person who appeared before me (.) (,) (2). Name of Signer proved to me on the basis of satisfactory evidence to be the gjjprson whq appeared before ^ Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Further Description of Any Attached Document Title or Type of Document: ^ ^ Document Date: RIGHTTHUMBPRINT OF SIGNER #1 Top of thumb here Number of Pages: Slgner(s) Other Than Named Above: RIGHTTHUMBPRINT OF SIGNER #2 Top of thumb here ©2007 National Notary Association CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Us fr^-Cles County of On i^jd^jlB^ ; 5 } before me. j 7 Here Insert Name and Title of the Officer T . personally appeared % rs..\^^) CT "^'^^liC.. ^^^^^^"^ 'Sg.^ SABRIEUHERIMIlblz Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature. ^t^MM^^ ( Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer's Name:_ • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notery Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotaryorg Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 STRUCTURjlL ENGINEERING EXHIBIT A 5. RATE SCHEDULE The following rate schedule in Table 1 below indicates Moffatt & Nichol's standard hourly billing rates for all labor categories and rates for other direct and indirect costs, such as mileage and materials The use of ubconsulLts and other expenses are shown at cost plus a 10% markup, in accordance with ^^^^^^^^^ provides the billing rates for each member and category of the project team, it ,s understood that these rates are to be used for the duration of the three year term of the Agreement moffatt & nichol Table 1 Rate Schedule for Professional Services Fffective June 27. 2009 Until Revised Classification Hourly Rates Professionals Project Manager $ 215.00 Senior Engineer/Scientist $ 197.00 Engineer/Scientist III $ 185.00 Engineer/Scientist II $ 164.00 Engineer/Scientist 1 $ 143.00 Staff Engineer/Scientist $ 114.00 Technicians Senior Technician $ 158.00 Designer $ 147,00 CADD II $ 121.00 CADDI $ 92.00 Administrative Word Processing $ 92.00 Staff/Clerical General Clerical $ 74.00 Reimbursable Subcontracts Cost +10% Expenses or Outside Services Reproductions (In House) Unless IViylar Plots (B/W) $2.00/SF otherwise Color Plots $4.00/SF provided in Vellum Plots (B/W) $1.00/SF written Bond Plots (B/W) $0.50/SF agreement. Drawing Reproduction Cost +10% Document Reproduction $0.10/ sheet Outside Reproduction Cost +10% Travel Company Auto Prevailing IRS Rental Vehicle Cost Airfare Cost Meals and Lodging Cost Table 2 Individual Bill Rates for This Contract Team Member Classification Perry Schacht, SE Project Manager $215.00 Tony Sanchez, PhD, PE Senior Engineer $197.00 Gemot Komar, PE Senior Engineer $197.00 Eric Kjolsing, PE Engineer 1 $143.00 Mike O'Donnell, PE, Engineer 111 $185.00 Ron Butler, PE, Senior Engineer $197.00 12 I P a g e nnoffatt & nichol CA918 IVIASTER AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES (KLEINFELDER WEST, INC.) CjHlS AGREEMENT is made and entered into as of the ^t^X^L T^T^J^ 20/f^, by and between the CARLSBAD MUNICIPAL WATER DlSTF^lCTTa Public Agency organized under the Municipal Water of 1 J - f d ^ Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and KLEINFELDER WEST, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in geotechnical engineering. nrniprt B. The professional services are required on a non-exclusive, project-by-project basis e\ ' C. Contractor has the necessary experience in providing professional services and advice related to geotechnical engineering. rr•*« ...:iii««r,«ee D. Contractor has submitted a proposal to CMWD 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: CMWD^retahs CoritJac^o^r to perform, and Contractor agrees to render, those services (the Se?) that are 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 , . , A While performing the Services, Contractor will exercise the reasonable professional care and skH custSv ^^^^^ by reputable members of Contractor's profession practicing in the M^trop" and will use reasonable diligence and best judgment while exercising its professional skill and expertise. The ter^^is Agreement will be effective for a period of three years starting from the date first written above. & PROnRESS AND COMPLETION .„ ^ . .... . „ The work for any proiect granted to Contractor pursuant to this Agreement will begin within ten nO) days after St of notification to proceed by CMWD and be completed within the time soecrfi^d in the Task Description for the project (see paragraph 5 below). Extensions of time for a SDSC Task Description may be granted if requested by Contractor and agreed o in writ ng bv fhe Suth/e Man^ (or designee) or General Manager of CMWD as authonzed by the Executive S Manager^). The Executive Manager (or designee) or General Manager will givl allowance for documented and substantiated unforeseeable and unavo^d^^^ delavs not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD fnaction or olhir agencies' lack of timely action. In no event shall a specific Task Descnption exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6- STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone City Attorney Approved Version 2/17/12 directly or indirectly employed by any of them or anyone for whose acts any of them mav 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. 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". I^ 'l Coveraaes 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. ^0.^.^ Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. ^0.^.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10-1 -3 Workers' Compensation and Emplover's Liabilitv. 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. ^0.^.4 Professional Liabilitv. 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. I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10-2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: City Attorney Approved Version 2/17/12 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 Submission of Insurance Policies. Citv reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of 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. 14. 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. City Attorney Approved Version 2/17/12 The nameoHhe 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 Contractor: Ronald Thomson For Citv: Name Skip Hammann Title Transportation Director Dept Transportation Dept CITY OF CARLSBAD Address 1635 Faradav Avenue Carlsbad CA, 92008 Phone (760) 602-2751 Name Title Address Phone Email Project Manager 5015 Shoreham Place San Diego, CA 92122 (858) 320-2000 rthomson@kleinfelder.com Cctuii jjciiiy will iiwiiijr "."'^ wuiv^ ^ J ~- - J ^ notice or delivery to be directed to another address. 16 r.nNFLICT OF INTEREST ^ ... Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the ^equl^e^^^^^^^^^ of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17 GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed ot federal, state and local laws and ordinances and St^ns which in any manner affect those employed by Contractor, or in any way affect the Smancro the Services by Contractor. Contractor will at all times obsen/e and comply with t'heleTws ordinances, and' regulations and will be responsible for the compliance of Contractor's sen/ices with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Refomi and Control Act of 1986 MnZZyl^U those requirements, including, but not limited to, verifying the eligibility for empbymenT of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18 DISCRIMINATION AND HARASSMENT PROHIBITED .^uiKitinn Contracrwill comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. disSSf^iig^ng the performance ofthe Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement bet^lfn he par^Ls Representatives of Contractor or City will reduce such questions, and their ?esSe views to writing. A copy of such documented dispute will be on^arded to bo h parSefrnvJ^d along with recommended methods of resolution, which would be of bene rt to both parterThe ripresentative receiving the letter will reply to the letter along with a recomr^erded method of resolution within ten (10) business days. If the resolution thus Sed is unsa^Sry to the aggrieved party, a letter outlining the disputes will be forwarded tn the Citv Manaaer The City Manager will consider the facts and solutions recommended by each paS and m^y then op to dired a solution to the problem. In such cases the action ofthe C^y Manager wTbe binding upon the parties involved, although nothing in this procedure will prohibrt the parties from seeking remedies available to them at law. City Attomey Approved Version 2/17/12 20. 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. 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. 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 ofthe 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 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 ef seqf., 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 grounds for City to terminate this Agreement. 23. 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. City Attorney Approved Version 2/17/12 24. 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 or 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. 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// City Attorney Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this ^ day of September 20 12 CONTRACTOR KLEINFELDER WEST, INC., a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District ofthe City of Cartsbad By: John Moossazadeh, Vice President (print name/title) By: (sign JohnH Pilkington, CFO ATTEST: (pnnt name/title) LOR Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By:. Assistant General CAunsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of'SMlW-y) before me, Date _ , 1 " Mora InoQrt Mon "T^l \ \ ' / ^''^ NarTig.and Title of the Officer personally appeared -^?)WK VHi/Vp^ -Jok)^^^0OS^l^^^te^ Name(s) of Signer(s) RHEA PRENATT Commission # 1933956 Notary Pubiic - California San Diego County ^ aCoffwn.E}tpi»t May 24.20151 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/<^ subscribed to the withinjnstrument and acknowledged to me thai he/sh^h^ executed the same in his/her/tWe!j;^authorized capacity (ies), and that by his/her/tn^ signature(s) on the instrument the person(sVor the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Place Notary Seal Above Signature: OPTIONAL id official seal. Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHT THUIVIBPRINT OF SIGNER Top of thumb here Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here > 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A CITY OF CARLSBAD KLEINFELDER FEE SCHEDULE FOR ENVIRONMENTAL, CONSTRUCTION MANAGEMENT AND GEOTECHNICAL/MATERIALS TESTING SERVICES PROFESSIONAL STAFF F^TES* Construction Inspector I $ 105 / hour Professional $110/hour Staff Professional I $ 125 / hour Staff Professional 11 / Project Manager 1 $ 145 / hour Construction Manager $ 155 / hour Senior Construction Manager $ 165 / hour Project Professional / Project Manager II $ 165 /'hour Senior Professional / Senior Project Manager $ 175 / hour Project Manager 111 $ 185 / hour Principal / Principal Professional „„ $ 195 / hour Program/Client Manager $ 200 / hour Senior Principal / Senior Principal Professional $ 200 / hour Expert Witness $ 340 / hour -^0?,i!fN|$7F<ATIVE/r&CfiNICAL S]Af F R/'.]LJ- Administrative I $ 75/hour Materials Tester / Special Inspector $ 88 / hour Soils Technician , $ 88/hour Supervisory Technician $ 90 / hour Draftsperson $115/hour CADD Operator $ 140 / hour Designer $150/hour Minimum Charges for Office Time Per Day One Hour at Applicable Rate All services will be charged portal-to-portal when applicable. Public works projects or projects receiving public funds may be subject to Prevailing Wage laws. The above rates apply to projects subject to prevailing wages. * Applies to all professional rates including but not limited to civil, mechanical, chemical, electrical, geotechnical and environmental engineers; industrial hygienists; geologists; hydrogeologists; hydrologists; and computer specialists. BASIS OF CHARGES 1 Listed on the attached page are typical prices for services most frequently performed by Kleinfelder. Prices for other services, including special quotes for volume work, will be given upon request, but will be subject to the terms set forth below. 2. The client agrees to limit the Kleinfelder's liability to the client and to all agents of the client, including contractors and subcontractors on the project due to Kleinfelder's professional negligent acts, errors or omissions to $50,000 or the consultant's fee, whichever is greater. Kleinfelder's liability (as defined above) on Materials Testing projects will be limited to the greater of $2,500 or the amount of the Kleinfelder's fee. 3. Invoices will be issued on a monthly basis, or upon completion of a project, whichever is sooner. The net amount of invoices is payable on presentation of the invoice. If not paid within 30 days after the date of the invoice, the unpaid balance shall be subject to a FINANCE CHARGE of 1.5% per month, which is an ANNUAL PERCENTAGE RATE of 18%. 4. A two-hour minimum charge will be made for all field services then actual hours worked thereafter. 5. A one-hour minimum charge per day will be made for any office service. 6. Time worked in excess of 8 hours per day and weekend\holiday work will be charged at 1.5 times the hourly rate. Time worked in excess of 12 hours per day will be charged at 2 times the hourly rate. 7. Per diem will be charged at a rate of $140 per day per person or expenses plus 20%. whichever is greater. Per diem will be charged for all projects in excess of 50 miles from the nearest Kleinfelder office. 8. Outside services will include a 20% markup, unless otherwise noted. 9 The proposed fee includes standard invoicing with time detail summary. Additional administrative time will be charged if invoice backup information (timesheets, daily field reports, or work summaries) is requested. 10. Certified payroll for prevailing wage projects will be provided only if requested and will be subject to additional charges for administrative time for each pay period. 11 Kleinfelder carries Worker's Compensation Insurance (including Employer's Liability), Comprehensive General Liability and property damage insurance for its own equipment, and will furnish certificates upon request. 12 Kleinfelder routinely disposes of non-environmental and uncontaminated samples after " submission of our final report and reserves the right to return environmental sample to client, at its expense, after submission of our final report. 13 Proper disposal or handling of soil boring cuttings, well development and purge waters, decontamination solutions, and other contaminated/potentially contaminated matenals is the responsibility of the client. Upon request, Kleinfelder can provide containers for onsite containment and can advise the client regarding proper handling procedures. 14. The proposed rates will be in effect for 90 days from the proposal date. 15 Kleinfelder reserves the right to adjust the fee schedule on projects not completed within 180 days from the contract signature date. For time and materials projects, any not to exceed amount will be similarly adjusted. SOIL TESTS SOIL DENSITY TESTS Test Standard Proctor. 4" Mold Standard Proctor, 6" Mold Modified Proctor, 4" Mold Modified Proctor, 6" Mold Proctor Check Point Proctor Oversize Correction Treated Soil Proctor Minimum/Maximum Relative Density Moisture/Density, TEX 113-E Moisture/Density, TEX 114-E California Impact, CTM 216, Dry Method California Impact, CTM 216, Wet Method Invoice Name STANDARD PROCTOR. 4" STANDARD PROCTOR. 6" MODIFIED PROCTOR. 4" MODIFIED PROCTOR, 6" PROCTOR CHECK POINT PROCTOR CORR OVRSZ TREATED SOIL PROCTOR MIN-M/VX REL DENS MOIST DENS TEX 113-E MOIST DENS TEX 114-E CTM 216. DRY CTM216,WET Test Method^ D698, T99 D698, T99 D1557, T180 D1557.T180 T272 D4718 D558 D4352, D4253 TEX113-E TEX114-E CTM216 CTM216 Price $210.00 each $235.00 each $215.00 each $240.00 each $115.00 each $65.00 each $280.00 each $360.00 each $260.00 each $260.00 each $215.00 each $185.00 each SOIL CLASSIFICATION AND INDEX TESTS Test Visual Classification Sieve Analysis, % Finer than 200 Sieve Sieve Analysis, Fine Sieve Analysis, Coarse Sieve Analysis, Coarse and Fine Hydrometer Analysis Water Content Water Content and Dry Unit Weight Atterberg Limits, Single Point Atterberg Limits, Multiple Point Atterberg Limits, Liquid Limit Oniy Soil Specific Gravity Soil Organic Content Pinhole Dispersion Classification Soil pH Soil Resistivity Chloride Content Sulfate Content SOIL BEARING PRESSURE TESTS Test California Bearing Ratio, Single Point Califomia Bearing Ratio, 3 Points * Resistance R-Value Resistance R-Value of Treated Material Rock Correction for R-Value Stabilized Soil UC Strength. 1 Point Stabilized Soil UC Strength, Set of 3 *Wofe: Does nof include Proctor Values SOIL BEARING PRESSURE TESTS Test CTM 373,1 Lime Content. W/O Opt. Moist. CTM 373,1 Lime Content CTM 373, 3 Lime Contents Eades and Grim Test (Opt. Lime Content) Resilient Modulus Invoice Name Test Method^ Price CLASSIFICATN, VISUAL D2488 $10.00 each SIEVE ANALYSIS, -200 C117, D1140 $80.00 each SIEVE ANALYSIS, F C136, D422, D6913 $120.00 each SIEVE ANALYSIS, C C136. D422, D6913 $100.00 each SIEVE ANALYSIS. C&F C136, D422, D6913 $150.00 each HYDROMETER D422 $165.00 each WATER CONTENT D2216, D4643 $25.00 each WATER/DENSITY. SOIL D2216, D2937, D7263 $45.00 each ATTERBERG, SINGLE PT. D4318-Method B $110.00 each ATTERBERG, MULTI PT. D4318-Method A $170.00 each LIQUID LIMIT ONLY D4318 $110.00 each SOIL SPEC. GRAV D854 $140.00 each SOIL ORGANIC CONTENT D2974-Method C $115.00 each PINHOLE DISPERSION D4647 $300.00 each SOIL PH D4972, G51 $55.00 each SOIL RESISTIVITY G187 $160.00 each CHLORIDE CONTENT $50.00 each SULFATE CONTENT $100.00 each Invoice Name Test Method^ Price CBR, 1 POINT D1883 $350.00 each CBR, 3 POINTS D1883 $650.00 each R-VALUE D2844 $300.00 each R-VALUE. TREATED D2844 $350.00 each R-VALUE, ROCK CORR. D2844 $80.00 each STABIL. SOIL UC PT. D1633, D5102 $150.00 each STABIL. SOIL UC SET D1633, D5102 $900.00 each Invoice Name Test Method* Price CTM 373, CHECK POINT CTM373 $150.00 each CTM 373.1 LIME % CTM373 $350.00 each CTM 373. 3 LIME %'S CTM373 $950.00 each EADES AND GRIM TEST C977 $135.00 each RESILIENT MODULUS T307 $450.00 each SOIL TESTS (continued) SOIL STRENGTH AND PERMEABILITY Test Unconfined Compressive Strength Direct Shear, 1 Point Direct Shear, 3 Points Consolidation without Time Rate Plots Consolidation with 2 Time Rate Plots Consolidation, All Loads with Time Rates Consolidation, Additional Rebound Collapse Potential One Dimensional Free Swell One Dimensional Swell, Percent Heave One Dimensional Swell with Consolidation Expansion Index Denver Swell Test Permeability, Rigid Wall Permeability, Flexible Wall Triaxial Shear, CU, 1 Point Triaxial Shear, CU, 3 Points Triaxial Shear, UU, 1 Point Triaxial Shear, UU, 3 Points Triaxial Shear. UU Saturated, 1 Point Triaxial Shear, UU Saturated, 3 Points Triaxial Test, TEX117E, Part I Triaxial Test, TEX117E, Part 11 Resonant Column Torsional Shear Test Acid Solubility Air Degradation ASR Reactivity, Long Method ASR Reactivity, Short method Clay Lumps and Friable Particles, per sz Cleanness Value Coarse Durability Fine Durability Coarse Specific Gravity & Absorption Fine Specific Gravity & Absorption Flat and Elongated Particles, per size * Fractured Faces, per size * Lightweight Pieces ** Los Angeles Abrasion. Large Aggregate Los Angeles Abrasion, Small Aggregate Mortar Sand Strength Organic Impurities Potential Reactivity (Chem. Method) Sand Equivalent, 1 point Sand Equivalent, 3 points Sieve Analysis, % Finer than 200 Sieve TESTS Invoice Name UNCONFINED COMP STR. DIRECT SHEAR, 1 PT. DIRECT SHEAR, 3 PTS. CONSOL. W/O TR CONSOL. W/2 TR CONSOL. ALL TR CONSOL ADD. REBOUND COLLAPSE POTENTIAL ONEDIM FREE SWELL ONEDIM SWELL % HEAVE ONEDIMSWELL W/CONSOL EXPANSION INDEX DENVER SWELL TEST PERMEABILITY, RIGID PERMEABILITY, FLEX TRIAX. CU, 1 POINT TR1/\X, CU, 3 POINTS TRIAX, UU, 1 POINT TRIAX, UU, 3 POINTS TRIAX, UU SAT, 1 POINT TRIAX, UU SAT, 3 POINTS TRIAX.TEX117E-PARTI TRIAX,TEX117E-PARTII RCTS AGGREGATE TESTS Invoice Name SOLUBILITY, ACID AG AIR DEGRADATION AG ASR REACT.,. LONG AG ASR REACT, SHORT AG CLAY LUMP/FRIABLE AG CLEANNESS VALUE AG COARSE DURABILITY AG FINE DURABILITY AG COARSE SPG/ABSORP AG FINE SPG/ABSORP AG FLAT&ELONG/SIZE AG FRACT. FACES/SIZE AG LIGHTWT. PIECES AG LA ABRASION, LG AG LA ABRASION, SM AG MORTAR SAND STR. AG ORGANIC IMPURITIES AG POT. REACT. CHEM. AG SAND EQUIV., 1PT. AG SAND EQUIV., SPT. SIEVE ANALYSIS, -200 Test Method-'-Price D2166 $135.00 each D3080 $125.00 each D3080 $350.00 each D2435 $330.00 each D2435 $425.00 each D2435 $600.00 each D2435 $75.00 each D5333 $175.00 each D4546 $150.00 each D4546 $240.00 each D4546 $450.00 each D4829 $175.00 each $65.00 each D2434 $225.00 each D5084-Method C $300.00 each D4767 $450.00 each D4767 $1,200.00 each D2850 $200.00 each D2850 $550.00 each D2850-Modified $270.00 each D2850-Modified $750.00 each TEX117E $2,200.00 each TEX117E $2,200.00 each $4,000.00 each Test Method^ Price AWWA B100 $100.00 each ITD T15 $200.00 each C227, C1293 $2,100.00 each C1260, C1567 $1,050.00 each C142 $100.00 each CTM227 $150.00 each D3744 $150.00 each D3744 $110.00 each C127 $60.00 each C128 $100.00 each D4791 $75.00 each D5821 $100.00 each C123 $330.00 each C535 $200.00 each C131 $175.00 each C87, CTM515 $550.00 each C40 $60.00 each C289 $700.00 each D2419 $70.00 each D2419 $130.00 each C117, D1140 $80.00 each AGGREGATE TESTS (continuecil Test Sieve Analysis, Fine Sieve Analysis, Coarse Sieve Analysis, Coarse and Fine Soundness of Aggregate, per size Unit Weight Water Content Texas Wet Ball Mill Invoice Name SIEVE ANALYSIS, F SIEVE ANALYSIS, C SIEVE ANALYSIS. C&F AG SULFATE SOUND/SZ. AG UNIT WEIGHT WATER CONTENT TX WET BALL MILL Test Method-*^ C136, D422. D6913 C136, D422, D6913 C136, D422, D6913 C88 C29 D2216 TEX116E Price $120.00 each $100.00 each $150.00 each $140.00 each $60.00 each $25.00 each $250.00 each *Note: Tests are billed by each size fraction tested. The quantity effractions tested is dependent on the sample gradation and specific test method. **Note: Tests are billed by each size fraction tested, and the specific gravity of the test solution used (2,0 and/or 2.4). The quantity of fractions tested is dependent on the sample gradation. ROCK TESTS Test Invoice Name Test Method^ Price Dimension Stone, Absorption/Spec. Grav. DIM STONE-ABS/SPG C97 $210.00 set/5 Dimension Stone, Compressive Strength DIM STONE-COMPRESS C170 $210.00 set/5 Dimension Stone, Flexural Strength DIM STONE-FLEX STR C880 $210.00 set/5 Dimension Stone, Modulus Of Rupture DIM STONE-MD OF RUP C99 $210.00 set/5 Direct Shear, 1 Point ROCK DIR. SHEAR, 1PT D5607 $140.00 each Direct Shear, 3 Points ROCK DIR. SHEAR, SPT D5607 $350.00 each Direct Shear, 5 Points ROCK DIR. SHEAR, 5PT D5607 $600.00 each Mohs Hardness ROCK MOHS HARDNESS $25.00 each Point Load Index ROCK PT LOAD INDEX D5731 $20.00 each Point Load, Set of 10 ROCK PT LOAD SET/10 D5731 $125.00 each Slake Durability ROCK SLAKE DURABIL. D4644 $185.00 each Splitting Tensile Strength ROCK SPLIT. TENSILE D3967 $125.00 each Triaxial Shear, Hard Rock ROCK TRIAX, HARD D7012 $225.00 each Triaxial Shear, Weak Rock ROCK TRIAX, WEAK D7012 $350.00 each Triaxial Shear, Weak w Mod. of Rup. ROCK TRIAX, WEAK/MOD D7012 $450.00 each Triaxial Shear, Weathered Rock ROCK TRIAX, WEATHERD D7012 $225.00 each Unconfined Compression ROCK UNCON. COMP. D7012 $125.00 each CONCRETE TESTS Test Invoice Name Test Method^ Price Unconfined Compression W/Mod of Rup ROCK UC/MOD OF RUP D7012 $250.00 each Compression CONCRETE COMPRESSION C39 $30.00 each Core Compression CONCRETE CORE COMP. C42 $65.00 each Creep CONCRETE CREEP 0512 $2,000.00 each Cylinder Unit Weight CONC. CYL. UNIT WT. C567 $100.00 each Drying Shrinkage, set of 3 CONC. DRY SHRINKAGE C157 $440.00 each Flexural Strength CONC. FLEX STRENGTH C78 $100.00 each Modulus of Elasticity CONC. MOD OF ELAST C469 $250.00 each Splitting Tensile Strength CONC. SPLIT. TENSILE C496 $80.00 each Concrete Core Thickness CONC. CORE THICKNESS 0174 $10.00 each Laboratory Trial Batch CONCRETE TRIAL BATCH C192 $1,000.00 each RCC Compression RCC COMPRESSION 039 $60.00 each Shotcrete Compression SHOTCRETE COMPRESS. C1140 $80.00 each WASONRY TESTS Test Grout Compression Mortar Compression Core Compression Core Shear Prism Compression CMU Absorption and Received Moisture CMU Compression CMU Dimension Verification CMU Lineal Shrinkage Invoice Name GROUT COMPRESSION MORTAR COMPRESSION MASONRY CORE COMP. MASONRY CORE SHEAR MASONRY PRISM COMP. CMU ABSORP/MOIST. CMU COMPRESSION CMU DIMENSION VERIF. CMU LINEAL SHRINKAGE Test Method-*- C1019 C942 CADSA CADSA C1314 C140 0140 0140 C426 Price $30.00 each $30.00 each $60.00 each $50.00 each $110.00 each $75.00 each $100.00 each $25.00 each $175.00 each ASPHALT TESTS BINDER TESTS Test Absolute Viscosity Bitumen Penetration Kinematic Viscosity Recovery by Roto-Vapor Softening Point, Ring & Ball Invoice Name AC ABSOLUTE VIS. AC BIT. PENETRATION AC KINEMATIC VISC. AC RECOVERY ROTOVAP AC SOFT.PT., R&B Test Method^ D2171 D2170 D5404 D36 Price $210.00 each $75.00 each $190.00 each $365.00 each $100.00 each MIX PROPERTY TESTS Test Gradation of Extracted Aggregate Core Thickness AC Content by Extraction Hveem Stability AC Content by Ignition Oven Ignition Oven Calibration Moisture Content AC Content by Nuclear Gauge Marshall Stability and Flow Swell Core Unit Weight & Thickness Invoice Name Test Method^ AC AGGREGATE GRADATION D5444 AC CORE THICKNESS D3549 AC EXTRACTION D2172 AC HVEEM STABILITY Dl 560 AC IGNITION OVEN D6307, T308 AC IGNT. OVEN CALIB. D6307 AC MOISTURE CONTENT AC NUC. CONT. GAUGE D4125 AC STABILITY & FLOW D6927 AC SWELL CTM307 AC CORE WT./TH1CK. D1188, D2726 Price $100.00 each $10.00 each $200.00 each $100.00 each $140.00 each $300.00 each $50.00 each $200.00 each $150.00 each $100.00 each $50.00 each DESIGN AND DENSITY TESTS Test Centrifuge Kerosene Equivalent Film Stripping Index of Retained Strength Unit Weight, Gryratory Method Unit Weight, Hveem Method Unit Weight, Marshall Method Maximum Theoretical Specific Gravity Moisture Induced Damage Caltrans Tensile Strength Ratio Moisture Vapor Susceptibility Mix Design, Hveem Method W/RAP Mix Design, Hveem Method Mix Design, Marshall Method Mix Design, Superpave Method Invoice Name AC CKE AC FILM STRIPPING AC INDEX RET. STRGTH AC UNIT WT, GYRA. AC UNIT WT., HVEEM AC UNITWT, MARSH. AC MAX THEO. SPG AC MOIST. IND. DAM. AC CALTRANS TS AC MOIST. VAPOR SUS. HVEEM DESIGN W/RAP HVEEM MIX DESIGN MARSHALL MIX DESIGN SUPERPAVE MIX DSGN Test Method^ CTM303 T312 D1561 D6926 D2041 T283 CTM371 Price $240.00 each $120.00 each $1,000.00 each $350.00 each $285.00 each $210.00 each $145.00 each $1,500.00 each $250.00 each $7,600.00 each $5,400.00 each $3,000.00 each $6,000.00 each BOLT TESTS Test Bolt Assembly Suite (Bolt, Nut, Washer) Bolt Hardness Bolt Proof Load Bolt Wedge Tensile Nut Hardness Nut Proof Load Washer Hardness lETAL TESTS Invoice Name BOLT ASSEMBLY SUITE BOLT HARDNESS BOLT PROOF LOAD BOLT WEDGE TENSILE NUT HARDNESS NUT PROOF LOAD WASHER HARDNESS Test Method^ F606 E18 F606 F606 E18 F606 E18 Price $210.00 each $25.00 each $35.00 each $35.00 each $25.00 each $35.00 each $25.00 each *yVofe; An 'assembly' is one bolt, one nut and one washer. The suite consists of a bolt wedge tensile test, bolt and nut proof load tests, and hardness tests on each piece. METAL TESTS Icontiriyed) STRUCTURAL METAL TESTS Test Bend Charpy Impact, Set of 3 * Rebar Coupler Slippage Rebar Coupler Tensile CTM 670 Strain (Elongation) PT Strand Tensile Spliced Specimen Tensile Tensile <2.0 Sq. In. Cross-Sect. Tensile >2.0 Sq. In. Cross-Sect. Rockwell Hardness Invoice Name METAL. BEND METAL, CHARPY, SET/3 METAL, COUPLER SLIP METAL, COUPLER TENS. METAL. CTM670 STRAIN METAL. PT TENSILE METAL. SPLICE TENS. METAL, TENSILE <2" METAL, TENSILE >2" ROCKWELL HARDNESS Test Method^ Price A370 $40.00 each A370, A673 $300.00 set A370 $130.00 each A370 $80.00 each CTM670 $15.00 each AS70 $145.00 each AS70 $80.00 each A370 $85.00 each A370 $140.00 each E18 $30.00 each *No*e: Price does not included cost of machining test specimens. Price is for testing at 40 F; other test temperatures will result in additional fees. SAMPLE PREPARATION AND MISCELLANEOUS TESTS SAMPLE PREPARATION Test Rock Sample Preparation Sample Crushing Sample Cutting and Trimming Sample Mixing and Processing Sample Preparation Sample Preparation, per hour Sample Remolding Contamination Fee Sample Disposal Fee Invoice Name ROCK SAMPLE PREP. SAMPLE CRUSHING SAMPLE CUT & TRIM SAMPLE MIX&PROCESS SAMPLE PREPARATION SAMPLE PREP./HR. SAMPLE REMOLDING CONTAMINATION FEE SAMPLE DISPOSAL FEE Test Method^ Price $80.00 each $100.00 each $30.00 each $40.00 each $25.00 each $90.00 hour $75.00 each $250.00 each $10.00 each MISCELLANEOUS TESTS Test Fireproofing Density Hydraulic Ram Calibration Non-Masonry Grout Compression Pocket Penetration Value Roof Tile Absorption Roofing, Unit Weight of Surfacing Invoice Name FIREPROOFING DENSITY HYDRAULIC RAM CALIB. NON-MAS. GROUT COMP. POCKET PENETRATION ROOF TILE ABSORPTION ROOF UNIT WT. SURF. Test Method^ E605 0579 D2829 Price $50.00 each $200.00 each $30.00 each $10.00 each $100.00 each $100.00 each OTHER EQUIPMENT CHARGES MATERIALS TESTING EQUIPMENT Equipment Anchor Bolt Testing Device Asphalt Sampling Box Invoice Name ANCHOR BOLTTST/DAY ASPHLT SAMPLE BOXES Test Method^ OTHER EQUIPMENT CHARGES MATERIALS TESTING EQUIPMENT Equipment Brinell Hardness Tester Concrete Rebound (Schmidt) Hammer Concrete Vapor Emission Test Kit Coring Machine Coring Machine with Generator Cylinder Mold Diamond Bit Core Barrel Charge 2" Diameter 3" Diameter 4" Diameter 6" Diameter Digital Thickness Gauge FerroScan Equipment Floor Flatness Testing Device Floor Flatness Testing Device Hand Auger and Soil Sampler Magnetic Particle Testing Device Rebar Locator (R Meter, Pachometer Skidmore Bolt Tension Calibrator Torque Wrench, up to 1,000 foot-pounds Ultrasonic Testing Device Invoice Name BRINELL HARDNESS/DAY SCHMIDT HAMMER/DAY MOIST FLOOR/SALB TST CORING MACHINE /DAY CORING MCH W/GEN DAY CYLINDER MOLDS CORING, 2" D1AM./IN CORING, 3" DIAM./IN CORING, 4" DIAM./1N CORING, 6" DIAM./IN THICKNESS GAUGE /DAY FERROSCAN EQUIPMENT FLOOR FLATNESS /SF FLOOR FLATNESS TST HAND AUGER/DAY MAGNETIC PARTICLE REBAR LOCATOR/DAY SKID WILH BOLT/DAY TORQUE WRENCH/DAY UT TESTING EQUIP/DAY Test Method^ E10 C805 F1869 E1155 E1155 ASNT, AWS B1=1 A325, A490 A325, A490 ASNT, AWS B1.1 Price $150.00/day $1.15 each Price $20.00 /day $55.00/day $30.00/ kit $85.00 /day $165.00/day $3.00 each $2.20 / inch $3.30 / inch $4.40 / inch $6.60 / inch $50.00 /day $275.00 /day $0.10/sqft $150.00/day $77.00 /day $45.00 /day $75.00 / day $55.00 / day $50.00 / day $75.00 /day OTHER EQUIPMENT CHARGES VEHICLES Description Mileage, 2 Wheel Drive (Per Mile) Vehicle w/Nuclear Dens Equip (Per Hour) Invoice Name MILEAGE, 2 WH/MILE VEH W/ND EQUIP/HR ENVIRONMENTAL SAMPLING AND TESTING Description Disposable Bailer Conductivity, pH, and Temperature Monitor Distilled Water Hand Auger and Soil Sampler Interface Probe (Oil/Water) Portable Generator Measuring Wheel Turbidity Meter Dissolved Oxygen Meter Price $0.55/ mile $2.00/ hour Price $18.15 each $60/day $3/gallon $77/day $166/day $151/day $18.15/day $66/day $59/day ENVIRONMENTAL SAMPLING AND TESTING Icontinued) Description Water Level Indicator Vacuum Pump Horiba Water Quality Meter Groundwater Pump (4") Groundwater Pump (2") Price $60/day $38.12/day $105/day $157.50/day $130.20/day HEALTH ANO SAFETY Description Price Calibration Gas $9.65/day Calibration Gas Regulator $8.76/day Camera and Film or Digital Camera $36.30/day Combustible Gas Analyzer $71.50/day Draeger Tube $16.48 each Personal Air Sampling Pump $98/day Level B Protection $298/day Level C Protection $190/day Level D Protection $54/day Limited Level D Protection $42.90/day Oxygen Analyzer $54/day Photoionization Detector $190/day Flame Ionization Detector $220/day Lock $8.35 each Peristatic Pump $89/day LEL/O2/H2S/CO Monitor $155/day WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification lo the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Bill Plummer/Utilities, Marshall Piant2/rran.sportation October 15,2012 (Name and Department) Date Proposed modification(s) to the Prof Liability requirement(s) for Master Agreements for 2012-2015 for Kleinfelder West Geotechnical Services Riemteiaer wesi, CA917-City; CA918-CMWD Inc. (Type of insurance) (Name of contract) O Reduce coverage to the amount of: Q Waive coverage Other: Waive requirement of surplus lines carrier on the LASLI (formerly LESLI) FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) nsignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product, [explain] nsignificance of Contractor: Contractor has unique skills and there are few if any altematives. [explain: include number of candidates RFP sent to and number responded if applicable] •Contract Amount/Term of Contract: $ . Work will be completed over a period of _ •Professional Liability coverage is not available to this contractor or would increase the cost ofthe contract by $ [explain]. . —. —— I^Other (e.g. explain whv exposures are minimaL how exposures are covered in another policy, exposure control mechanisms, and anv other information pertinent to vour request): Under the Nonadmitted and Reinsurance Reform Act (NRRA). as part ofthe Dodd-Frank Act and implemented in Insurance Code Section 1765.1. "alien" nonadmitted insurers listed on the NAlC's (National Association oflnsurance Commissioners) Quarterly List of Alien Insurers are eligible to accept placements of Califomia risks from surplus lines brokers. The federal action provides for the national listing, thereby allowing alien carriers to avoid individual filing requirements in each state such as those to be included on the LASLI (formeriv LESLI). As of January 30, 2012 Llovds of London/Syndicate 2001 (Amlin Undrwr Ltd) voluntarily removed itself from the LASLI, electing to relv on inclusion on the Ouarteriv List of Alien Insurers to provide insurance for Califomia risks from surplus lines brokers. Llovds has made a filing in Califomia that permits the Department oflnsurance to ^'rccognize^' Llovd^s syndicates in the event of an inquiry from a broker or a member ofthe public. However, the extent to which standards for a surplus lines carrier on the LASLI (List of Approved Surplus Lines Insurers) versus those on the Ouarteriv List of Alien Insurers is unclear as ofthe writing of this waiver and in recent articles appearing in the Insurance Joumal it appears thatthe staters implementing legislation has resulted in issues that may need to be resolved in court. In anv case, there is confusion among brokers and clients because there are now 2 lists in the state, one with "approved" surplus lines carriers and the other, the national list of "eligible" surplus lines carriers. Apparently Llovds is trying to work with the state to sort out some ofthe confusion and it can be anticipated that there will be more to come on this matter. In the meantime. Llovds of London/Syndicate 2001 (Amlin Undrwr Ltd) has and continues to be the carrier for Kleinfelder West, Inc. for its pollution liability insurance, it was on the LASLI until it requested removal, and it is the carrier for the contractor with significant ongoing projects in the Citv. It is requested Llovds of London/Syndicate 2001 (Amlin Undrwr Ltd) be accepted as the carrier for professional liabilitv insurance for Kleinfelder West, Inc. Approved bv Risk Manager for these 2 contracts onlv: "^^^ IC^ 1^ (Signature) (Date) U:\WORDMnsurdnce\Adtnin Order #68 waiver modify insurance requirements.doc 06/15/2006 CA922 MASTER AGREEMENT FOR SURVEYING SERVICES (RIGHT-OF-WAY ENGINEERING SERVICES, INC.) C^IS AGREEMENT is made and entered into as of the day of r^icT^?^''^'^^ 20_^ 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 Carisbad, hereinafter referred to as "CMWD", and RIGHT-OF-WAY ENGINEERING SERVICES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering consultant that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). 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 houriy 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 Carisbad 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 pnor written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Carisbad 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 eariy 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. I I If box is checked. Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 ofthe Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount ofthe 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this day of ^ CONTRACTOR RIGHT-OF-WAY ENGINEERING SERVICES, INC., a California corporation By: (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary Distnct of thejCity of Cartsbad By: (print name/tme) By: (sign here) ATTEST: (print name/title) LORRAINE Secretary 5:0 - «" I T— — *. :co - ^ ^ V If required by CMWD, proper notarial acknowledgment of execution by''OQi;^j^fit^^^must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: Assistant General (Jpunsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL COPE § 1189 State of California County of ^ } On 2S, "7^ \0-before me, _ V D^te Here Insert Name and Title of the Offirert Name(s) of Signer(s) ' CJ personally appeared ELISE GARTER | Cofimrission # 1971799 | Notary Pubiic - California 1 San Oiago County g My Comm. Expires Mar 11.20161 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(20 whose name(j3)Js/ai'e subscribed to the within instrument and acknowledged to me that tie/s)^/tl>ey executed the same in jiiis/her/t|>6ir authorized capacity (ies), and that by jiis/h^r/thfeir signature(g) on the instrument the person(sO. o'' the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SigTrature of'Notary Public Signature: OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Descr}|}tipn of Attached Document Title or Typ^f Document: Document Date: Number of Pages: Slgner(s) Other Than isfefqed Above Capacity(ies) Claimed b^^^ner(s) Signer's Name: • Corporate Officer - Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHT THUMBhPINT OF SIGNER Top of thumb here Signer's Name: • Corporate Officer — Title(s): • Individual Partner — • Limited • General •"Attorney in Fact • Trusts • Guardian OKflonsen/ator • Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here ) 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Right-of Way Engineering Services, Inc. SOQ City of Carlsbad Master Agreement - Siu-veying Services EXHIBIT A RATE SCHEDULE Field Survey Crew (2 man) prevailing wage $170.00 Robeit Gates, Dave De La Ton-e, and other Intemational Operating Engineers Local 12 surveyors Office calculations, map drafting, legal description and plat $85.00 preparation, boundary calculation, note reduction $85.00 Michael Schlumpberger, Emie Vasquez, Josh Tatman, Staff AutoCAD Drafting, base map preparation $80.00 Emie Vasquez, Josh Tatman, Staff Ottice ^Supervisor $90.00 Michael Schlumpberger, Emie Vasquez Supervising Land Surveyor $95.00 Michael Schlumpberger | Title reports, aerial photogrammetry, potholing, utility tracing Cost + 5% 10 CA921 MASTER AGREEMENT FOR SURVEYING SERVICES (MELCHIOR LAND SURVEYING, INC.) JIS AGREEMENT is made and entered into as of the .,^f^^^?I Tx^'^ 20^, by and between the CARLSBAD MUNICIPAL WATER • 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 MELCHIOR LAND SURVEYING, INC., a California corporation, hereinafter referred to as "Contractor. RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced '".^^^ pyj^^^ggj^^g, services are required on a non-exclusive, project-by-project basis A C. Contractor has the necessary experience in providing professional services and advice related to^s^'J^^V^yg^^^ ^^^^^^^ 3 p^^p„33l cMWD 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: CMWD^retai^s Co^racto^r to perform, and Contractor agrees to render, those services (the "Se™e?) that a^ 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 QTAMHARn QF PERFORMANCE , . , A While performing the Services, Contractor will exercise the reasonable professional care and sk^cus^Sv ^^^^^^ by reputable members of Contractor's profession practicing in the M^oS^an S^X^^^^^^ and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3 TERM The teri^rSTfFiis Agreement will be effective for a period of three years starting from the date first written above. 4 PRORRESS AND COMPLETION , The work for any proiect granted to Contractor pursuant to this Agreement will begin within ten MO)Zs after reS o^^^ to proceed by CMWD and be completed within the time specified in the Task Description forthe project (see paragraph 5 below). Extensions of time for a SDS Task Description may be granted if requested by Contractor and agreed to in writ ng by the SutL Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Managed). The Executive Manager (or designee) or General Manager w^givl allowance for documented and substantiated unforeseeable and unavoidable delavs not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inadJon or o'her agencies' lack of timely action. In no event shall a specific Task Descnption exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 The cumulative total for all projects allowed pursuan to this Agreement wd ^x^ed hundred thousand dollars ($100,000) for the temi of the asreenrient; the total amount aHo^^^^ per Project Task Description and Fee Allotment will not exceed one hundred thousand do Iars ($100,000). 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 Con ractor CWWD shall prepare a Project Task Description and Fee Allotment (the 'Task Descnption w^ch upon stanature by Contractor and for CMWD, the Executive Manager (or designee) or Genera^ManaS will be considered a part of this Agreement. The Task Description will include a delated scope of sen/ices for the particular project being considered and a statement of Contrador's fee to complete the project in accordance with the specified scope of serves. The ^asT oesc iSon will also include i description of the method of payment and w^l be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. ContraSlSSsiSSrin Contractor's own way as an independent oorljratitor arid in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contrador w^ be under cortrol of CMWD only as to the result to be accomplished, but will consult with CMWD as neceLai te persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The oavment made to Contractor pursuant to the Agreement will be the full and complete lomoensatlon to which Contractor is entitled. CMWD will not make any federal or state tax SSs on behalf of Contractor or its agents, employees or subcontractors. CMWD will not bfreaSto^P workers' compensation insurance or unemployment contnbutions on behSf o Cortrador or its employees or subcontradors. Contractor agrees to indemnify CMWD ^TLl cT!lCzZ^d Zh\n thirty (30) days for any tax, retirement contnbution social secu y p%ment,TnTmploymentUm^ or workers' compensation Payment which rMwn mav be reouired to make on behalf of Contrador or any agent, employee or Strador of cXdor for work done under this Agreement. At CMWD's eledion, CMWD may dedud the indemnification amount from any balance owing to Contrador. ContraSS?Sfrad any portion of the Sen/ices without prior written approv^ of CMWD ?f Contrador subcontrads any of the Services, Contractor w 11 be ul^, -JP-f ruwn for the acts and omissions of Contrador's subcontrador and of the persons eimer diS oMndifectreSoyed by the subcontractor, as Contractor is for the ads and omissions SLns dS employed by Contrador. Nothing contained in this Agreement will create any IntrM SS Zt>^een any subcontrador of Contrador and CMWD. Contractor will be rf™^bt fofo^^^^^^ Contrador will bind every subcontrador and every ubcon adofof^subclt^^^^^^^ terms of this Agreement applicable to Contrador^work untess spec^^^^^ noted to the contrary in the subcontrad and approved in writing by CMWD. CMWD^SSri^^SSoy other Contradors in connedion with the Services. ContradSSSnify and hold harmless CMWD and the City of Carisbad and its nffi^B^ nfficfar em^^ and volunteers from and against all daims, damages, losses and ^xpenlesl'duding a^^^^^^^^ arising out of the perfomiance of the work described herein 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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, attomey's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWDs 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 ^ * ^ oii 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 P/oP^rty ^hich nriay arise out of or in connection with performance of the services by Contractor or Contractors agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the I^^"'^. insurance carrier is required to have a current Best's Key Rating of not less than A-.Vll OR with a surplus line insurer on the State of Califomia's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least A:X . 10 1 Cr^vf^raoes 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 ower amount. These minimum amounts of coverage will not constitute any limitations or cap on cSTor's indemnification obligations under this Agreement. CMWD. ^^^'f ^t;/?^"^^^^ employees make no representation that the limits of the insurance specified to be carried by Con ractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes tharanrrequired insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10 11 Commercial General I iabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the subm^^^^^^ contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10 12 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10 13 Workers' Compensation and Emplover's Liability. Workers' Compensation limits as required by the Califomia Labor Code. Workers' Compensation will not be required if CoLctoVhas no employees and provides, to CMWD's satisfaction, a declaration stating this. 10 14 Prnfftssional 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. Q If box is checked. Professional Liability CMWD's initials Contractor's Initials Insurance requirement is waived. 10 2 Ariditional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 3 General Counsel Approved Version 2/17/12 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 Providina 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 oixier 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE ^ ' ... Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12 ACCOUNTING RECORDS ^ ^ *u Contractor will maintain complete and accurate records with respect to costs '"^urred unde^^^^^^^ 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 o records and any other documents created pursuant to this Agreement. Contractor will a low [nspection 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 underthis 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 wo k product produced by Contractor or its agents, employees and subcontractors pursuant to th s Agreement will be delivered at once to CMWD. Contractor will have the nght to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS „ ^ ^ . oK/i\A/n onH 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. General Counsel Approved Version 2/17/12 The name oHhe 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: For Contractor: Name Glenn Pruim Name Douglas Melchior Title Utilities Director Title CEO/Pro|ect Manager Dept Utilities Address ^731 Palmer Way Su,e G Carisbad Municipal Water District ?.^I^^!'f^o^t^^^ Address 1635 Faradav Avenue Phone (760)438-3991 Carlsbad OA, 92008 Email mlsi@pacbell.net Phone (760) 602-2768 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. SntraSSSs^lrfrinterest Statement with the Clerk for the City of Carlsbad in Sance wlThe requirements of the City of Carlsbad Conflid of Interest Code. The Contrador shall report investments or interests in ail four categones. 17 rtcKicPAl nniUIPI lANCE WITH LAWS ,. . contrador win keep fully informed ot tederal, state and local laws and ordinan<js and Thich in any manner affed those employed by Contractor, or in any way affed the nerformance of the Services by Contractor. Contractor will at all times observe and comply with the^eTws ordinances, and'regulations and will be responsible for the compliance of Contrador's services with all applicable laws, ordinances and regulations. rontrador will be aware of the requirements of the Immigration Refomi and Control Ad of 1986 and wl^^coSy wiS^ including, but not limited to, verifying the eligibility for empSmen7crf all agents, employees, subcontradors and consuttants whose sen,ices are required by this Agreement. 18 niQr.RlMINATIQN AND HARASSMENT PROHIBITED ContracJJlr win all applicable local, state and lede.al laws and regulations prohibiting discrimination and harassment. disSSfSSg the perfomiance of the Services the following procedure will be used to Se ^ny quis ions of fad or interpretation not othenvise settled by agreement between the oart^^s Representatives of Contrador or CMWD will reduce such questions, and theT resoedive view^^^^^ A copy of such documented dispute will be fon^arded to bo h part es invoTedS with recommended methods of resolution, which would be of bene rt to both parrThe representative receiving the letter will reply to the letter along with a recommended method of resolution wrthin ten (10) business days. If the resolution thus obtS is unsa^sfadory to the aggrieved party, a letter outlining the disputes will be fo™^^^^^^^^^^ to the Executive Manager. The Executive Manager will consider the fads and solutions 5 General Counsel Approved Version 2/17/12 recommended by each party and may then opt to dired a solution to the problem. In such cases the adion 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 ^ c om/v/n In the event of the Contrador's failure to prosecute, deliver, or perform the Sennces CMWD may temiinate this Agreement for nonperformance by notifying Contrador by certified mail of the termination. If CMWD deddes to abandon or indefinitely postpone the worl< or sen/ices contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contrador. Upon notification of termination, Contrador has five (5) business days to dehver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a detemiination of fad based upon the work produd dehvered to CMWD and of the percentage of work that Contrador has performed which is "sable and o 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 thte Aqreer^ent In this event and upon request of CMWD, Contrador will assemble the work Sud and iut tt in order for proper filing and dosing and deliver it to CMWD. Con^ac^^or wiH be paid for wori< performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21 COVENANTS AGAINST CONTINGENT FEES Contrador warrants that Contrador has not employed or retained any =° Tnd th^t than a bona fide employee working for Contrador, to solicrt or secure this Agreement and that Contrador has not paid or agreed to pay any company or person, other than a bona de emp oyee any fee commission, percentage, brokerage fee, gift, or any other consideration conWnqent upon or resutting from, the award or making of this Agreemen For breach or v^c^ation of "his warranty, CMWD will have the right to annul this Agreement without liabilrty, or Tits dTscretion, to deduct from the Agreement price or consideratjon, or o heiv«se recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. ly sign^llgTCem^Srador agrees that any agreement claim submitted to CMWD mus bTlsserted as part oi the agreement process as set forth in this Agreement and not in rtfcipation of Irtigatln or in conjundion with litigation. Contrador acknowledges that ,f a false da m is subrnitted to CMWD, tt may be considered fraud and Contrador may be subjed to Sal prosSon. Contractor acknowledges that Califomia Governmen Code sedions 12650 ef seo the False Claims Ad applies to this Agreement and, provides for civil penatties where a pirsin knowingly submits a false daim to a public entity. These provisions include Tatee Claims made wtth diiberate ignorance of the false information or in reckte^^^^ toThI Falsi the truth or falsity of infomiation. If CMWD seeks to recover penalties pu suant to the False Claims Ad rt is entitled to recover its litigation costs, induding attomey's fees^ Contrador aSledge that the filing of a false claim may subjed Contractor to f administra^ve debarment proceeding as the resutt of which Contrador may be prevented to ad as a Cont acto on any public work or improvement for a period of up to five (5) years. Contrador acknowLdges Sebamient by another jurisdiction is grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. JURISDICTIONS AND VENUE . x v.. Any action at law or in equity brought by either of the parties for the purpose of enforcing a nght or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of Califomia, 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 ^.««,r^ A It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement or 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. FNTIRE AGREEMENT ... , KV, it This Agreement, together with any other written document referred to or contemplated by t 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 conflfcMhe terms of the Agreement supersede the purchase order. Neither this Agreement rtor Tny onts provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY ^ ^ . u u i* «f The individuals executing this Agreement and the instruments referenced in it on behalf ot Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 15_ day of October ., 20I2__. CONTRACTOR MELCHIOR LAND SURVEYING, INC., a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911. and a Subsidiary District of the City of Cartsbad By: (sijgn here) / Presideqft, G. Melchior ' (sijgn Susan G. Melchior President, Secretary (print name/title) 4 ign K^n ATTEST: (sign Douglas R. Melchior Vico PreGidonti CFO LORB^NE Secretary ^^^^ idont* CFO , (print name/title) :c/> - • • V '''iuxs\\\<^ If reguired by CMWD, proper notarial acknowledgment of execution by contractor must be attacherif^^ Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary. CFO or Assistant Treasurer Otheiwise 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: RONALD R. BALL, General Counsel By: %r ^ Assistant General Counsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California } County of T=^^LV^ 12LM^ <^ On ^^/^V/a- before me, /l/U^. a jU^ Date ~ f ~ of tKeOfficer / Here Insert Name ana line OI ine uiiiuei personally appeared ^^^^ ^ Qo^a^ ^ -/O - ^ ' who proved to me on the basis of satisfactory evidence to be the person(s)^ whose name(s)^-is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hio/hoft^their authorized capacity(ies}, and that by -hts/hett^heir signature^on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature ^ /^. -i^V Signature of Notary Public OPTIONAL Though the information below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: A^lti Document Date: _ J O Signer(s) Other Than Named Above: Capaclty(ies) Claimed by Signer(s) Number of Pages: Signer's Name • Individual ^ Corporate Officer —Title(s): UL£SU_ • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: ^ RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: g^^^^^^SXS-So^^!mS240^^ ltem#5907 Reorder: Gall Toll-Free 1-800-876-6827 EXHIBIT A Melchior Land Surveying Inc. Fees For Professional Land Surveying Services One Man Crew-Si 37.00 Two Man Crew-$205.00 Three Man Crew-$295.00 Principal Professional Land Surveyor-$160.00 * Expert Witness - Court Testimony $270.00 Associate Professional Land Surveyor-$138.00 Draftsman-Si 12.00 Computer Operator $112.00 Travel Time - Two Man Crew-$134.00 Travel Time - Three Man Crew-$215.00 Specialized Equipment: TopCon Green-Beam Vertical High-rise Building Laser $67.00 Trimble 5800/R8-Static Fast & RTK GPS System $225.00 Secretarial Services-$42.00 Direct Delivery-$40.00 Over Time Fee - After 8 Hours and Reg. Saturday Time and a Half - After 8 Hours Saturday and Simday Double Time Bluelines - Standard (D Sheet )-$8.00 Oversized $10.00 Sepias - Standard (D Sheet)- or Xerox Vellum $22.00 Oversized-$26.00 Ovemight UPS (Drop Box Letter) 1 Ib.- (Letter)2 lb.. $32.00 $35.00 CA924 MASTER AGREEMENT FOR UTILITY LOCATION AND POTHOLING SERVICES (AIRX UTILITY SURVEYORS, INC.) AGREEMENT is made and entered into as of the day of ^.^%^W^v> 20j^ 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 Carisbad, hereinafter referred to as "CMWD", and AIRX UTILITY SURVEYORS, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in utility location and potholing. B. The professional services are required on a non-exclusive, project-by-project basis C. Contractor has the necessary experience in providing professional services and advice related to utility location and potholing. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW. THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK ^ . _ ... CMWD retains Contractor to perform, and Contractor agrees to render those services (the "Services") that are defined in attached Exhibit "A\ which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE , , ...^ onH While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession f aficing m the Metropolitan Southem Califomia Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. The ter^this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION . The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General 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 Descnption exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed fifty thousand dollars ($50,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed fifty thousand dollars ($50,000). 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 Carisbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7- SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8- OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad 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 in whole or in part by any willful misconduct or negligent act or omission of the 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Carisbad 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, generai aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. n If box is checked. Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad 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 cleariy 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 underthis Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Gail McMorran Title Utilities Director Title President ^ Dept. utilities Address 2534 E. El Norte Parkway Carisbad Municipal Water District Escondido. CA 92027 Address 1635 Faradav Avenue Phone (760) 480-2347 Carisbad CA, 92008 Email gmcmorran@airxus.com Phone (760) 602-2768 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 x ^ . u ^ Contractor shall file a Conflict of Interest Statement with the Clerk for the City of Carisbad in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 ofthe 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 ofthe requirements ofthe 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 wil be used to resolve any questions of fact or interpretation not otherwise settted 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 bo h 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 fonA/arded 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon tiie parties involved although nothing in this procedure v^ill prohibit the parties from seeking remedies available to them at law. fnthe Jvent"o?theContractor's failure to prosecute, deliver, or perform 'he^ Services CMWD teSte this Agreement for nonperformance by notifying Contractor by certified mail of t^e t™a«on If CMWD decides to abandon or indefinitely postpone the wori< or services contei^ ated by this Agreement, CMWD may temiinate this Agreement upon written notice to ^TnTrXr Upon nXation of temiination. Contractor has five (5) business days to dehver any documents owned by CMWD and all work in progress to CMWD address contained in this AareS CMWD will make a determination of fact based upon the work product dehvered to SD and oHhe peLntage of work that Contractor has P^^o-^d ^'ch is usab^^^^^ worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Fith*.r nartv uDon tenderlnq thirty (30) days written notice to the other party may terminate this AS^eemert Tthis eve7and upon request of CMWD, Contractor will assemble the work orodurand put it i^ order for proper filing and closing and deliver it to CMWD, Contractor will be S fo Serfo^ed to the'termination date; however, the total will not exceed *he lump sum fee payable underthis Agreement. CMWD will make the final detemiination as to the portions of tasks completed and the compensation to be made. 91 COVENANTS ftftAlMST rnNTINGENT FEES Contracto warrants that Contractor has not employed or retained any company or Person othe than a bonrfide employee working for Contractor, to solicit or secure this Agreement and that l^ignlllg'^hifCaemtTcSactor agrees that any agreement cla-submitted to CMWD be asserted as part of the agreement process as set forth in this Agreement and not in antfcipation Satt^n or fn conjunction with litigation. Contractor acknowledges that if a false cla mTs subrnitted to CMWD, it may be considered fraud and Contractor may be subject to criminal orosecuton Contractor acknowledges that California Government Code sections ^^S^n if ief the False Claims Act applies to this Agreement and, provides for civil penalties S f pert^knoSly submits a false claim to a public entity. These provisions include Ta^e clairmadrw-rd Jiberate ignorance of the false information or in reckless disregard of he truHrfalsftyT information. If CMWD seeks to recover penalties pursuant to the False Claims AC if entitled to recover its litigation costs, including attomey's fees^ Contractor acknowledges tharthe filing of a false claim may subject Contractor to an administra^ve debarment orocee^^ as the result of which Contractor may be prevented to act as a con rador' ora^ publio work or improvement for a period of up t° (5) yea^^^^^^^^ acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or any part of it nor any monies due or to become due under it may be assigned by Contractor without the pnor 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this. day of ' 20 CONTRACTOR AIRX UTILITY SURVEYORS, INC., a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Cartsbad By: (sign here) (print name/title) n (sign here) / (print nama/title) ATTEST: LO Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: Assistant General Co^jnsel OFFICIAL SEAL MICHAEL PAUL GJEFLE^ NOTARY PUBUC-CAUFORNIA § COMM. NO. 1931861 ^ SAN DIEGO COUNTY • MY COMM. EXP. APRIL 8,2015 J General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of San Diego On fT'TZ, I . before me, Mary F. McGraw, Notary Public ^'' ' ^ ^ (Here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory'evidence to be the personj;^ whose mmtj^^^^ subscribed to the within instrument and acknowledged to me that he/Aey executed the same m his^heir authorized capacity(i^, and that by hi^f^J^eir signature^on'tfemstuimentthe personi^or the entity upon behalf of which the person^acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws ofthe State of Califomia that the foregoing paragraph is true and correct. f-"-"- i i • • • • • i i 1 MARVF.IIICQRAW Comfniision# 19145(^ WITNESS my hand and official^eal. '^I^X'. c".*'"'' DESCRIPTION OF THE ATTACHED DOCUMENT (TitJ»yr description of attached document) (Title or description ofattached document continued) Number of Pages $^ocument Date_/d ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in Califomia musl contain verbiage exactly as appears above in Ihe notary section or a separate acknowledgment form must be properly completed and attached to lhat document. The only exception is if a documeni is lo be recorded outside of Califomia. In such instances, any altemative acknowledgment verbiage as may be printed on such a document so long as the verbiage does nol reguire Ihe nolary to do something that is illegal for a notary in Califomia (i.e. certifying the aulhorized capacity ofthe signer). Please check the document carefully for proper notarial wording and attach this form if required. (Additional information) CAPACITY CLAIMED BY THE SIGNER • Individual (s) • Corporate Officer • • • • (Title) Partner(s) Attomey-in-Fact Trustee(s) Other State and County information must be the State and County where the document signcr(s) personally appeared before the notary public for aclcnowicdgmcnt. Date of notarization must be the date thai the signcr(s) personally appeared which must also be the same date the acknowledgment is completed. The notary public must print his or her name as it appears within his or ber commission followed by a comma and then your title (notary public). Print the nainc(s) of document signcr(s) who personally appear at the time of notarization. Indicate the correct singular or plural forins by crossing off incorrect forms (i.e. Wshc/th^ is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-sea! if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with the office of the county clerk. V Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and dale. <• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). Securely attach this document to the signed document 2008 Version CAPA v 12.10.07 800-873-9865 vvww.NotaryClasscs.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT C'VIL CODE § USS State of Califomia County of } 0^ personally appeared /^/^^/t before me, A'rU&^^{ p^uf Gi^C^io. ^f^^(^^^( ~ • Hera In^rt Name and Title of the Officer Name(s) of Signer(s) OFFICIAL SEAL | MICHAEL PAUL GJEFLE J NOTARY PUBUC-CAUFORNIA i COMM. NO. 1931861 S SAN DIEGO COUNTY MY COMM. EXP. APRIL 8,2015 who proved to me on the basfs of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of-California that the foregoing paragraph is true and correct. Tnyhand and official seal. Place Notary Seal Above OPTIO Though the information below is not required by law, it may prove valuable to persons relying on the document \ and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Tiile or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: 'iL • Gorporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other:. _ Top of thumb here Signer Is Representing: Signer's Name: : • Corporate Officer — Tiile(s): • Individual • Partner - • Limited • General • Attorney in Fact • Trustee • Guardian or Consen/ator • Other: . Top of thumb here Signer is Representing: ©ImONatiorial Notary Association • NationalNotary.org • 1-800-US NOTARY (1-S00-876-6827) Item #5907 EXHIBIT A AIRX Utility Surveyors, Inc. Fee Estimate Summary Date: 00-00-12 Local Pricing on this document is valid for 90 days from the date above. Project: CITY OF CARLSBAD - SAMPLE PRICING (REVISED 10/17/2012) Total Number of estimated pothoies: Q Proiect Management & Report Preparation Project Management On sight Research/Report Drafting Potholes less than 5' deep Potholes 5'to 8'deep Potholes 8' to 11' deep Potholes 11' to 14' deep Potholes greater than 14' deep Wet & Drv Utilitv Locating Locating - Electric, Magnetic ,Sonic, GPR (1 Man) (2 Man Crew) CCTV crew with Locator CCTV crew without Locator Traffic Control Traffic control plans Traffic control equipment Arrow board Flagman No. Flagmen: Surveying Field Work Office Calculation Travel (including mark-out) Concrete and Asphalt Patching Concrete Patch or Cold No.: No.: 0 hours at 0 hours at No.: 0 at $600/700 Prevail* No.: 0 at $800/900 Prevail* No.: 0 at S1.000/1.100 Prevail* No.: 0 at $1,200/1.300 Prevail* hrs: 0 at $250/300 Prevail* hrs: 0 at $175 hrs: 0 at $225 hrs: 0 at $300 hrs: 0 at $175 $125 per hour= $75 per hour= Project Management & Report: per hole= per hole= per hole= per hole= $0 $0 Potholing* No. No. No. $50 at days at days at per hr for at at at $250 $150 $100 per hour= Pothole estimate total: per hour per hour per hour per hour Locating estimate total: each = per day= per day= 0 hours = Traffic control estimate total: $200 per hour $140 per hour $95 per hour Surveying estimate total: Travel Time Travel time to and from site (billed one-way) No.: 0 hours at $175 Patching estimate total: each = Travel time total: Estimate Total $0 $0 10 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Patch No.: 0 at $75 each = SO Asphalt Hot Patch No.: 0 Call for quote ••-..-HfS Coring -14" Diameter No.: 0 at $100 each = $0 $0 $0" $0 $0 Additional Fees 1) This estimate Includes the provision for Prevailing Wage applicable to all field work, (see secondary figure where applicable)* 2) ALL permit or traffic control review, deposits and fees are in addition to the estimate Total 3) Payment terms are 30 days from date of invoice, 1.5% per month thereafter. Authorization: XBD2012 Fee Schedule CA930 MASTER AGREEMENT FOR REAL PROPERTY SERVICES (ANDERSON & BRABANT, INC.) LTHIS AGREEMENT is made and entered into as of the clay or 20 bv and between the CARLSBAD MUNICIPAL WATER DISXI^ICT, 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 ANDERSON & BRABANT, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering consultant that is experienced in real property services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to real property services. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM . ^ xu J * * + The term of this Agreement will be effective for a period of three years starting from the date first written above. 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 forthe project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in wnting 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 Descnption exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed fifty thousand dollars ($50,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed fifty thousand dollars ($50,000). 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 contnbution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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-:Vll" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coveraqes 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. I I If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11- BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Gilbert Kunkel Title Utilities Director Title Proiect Manager Dept Utilities Address 353 West Ninth Avenue Carlsbad Municipal Water District Escondido, CA 92025 Address 1635 Faraday Avenue Phone (760) 741-4146 — Carlsbad CA, 92008 Email gil@abvaluation.com Phone (760)602-2768 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 Clerk for the City of Carlsbad 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. 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 fonA/arded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe 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 ef 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this '2,^'^^ day of ^Ipp-je^Kl^r , 20 12-. CONTRACTOR ANDERSON & BRABANT, INC., a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of th§,City of Carlsbad By: (sign here) (print name/title) ATTEST: (sign here) (print name/title) Secretary \ ' \o If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each ofthe following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By:. Assistant General Oounsel General Counsel Approved Version 2/17/12 ^S^^±tfH5???iACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of C l>efore personally appeared me, Were ln.<;prt Mam<./„.j . ', r.—-.- L V . ( ^ , N6me(s) of Slgner(s) Who proved to me on tha^basis of satisfactonL evidence to be the person|ihose nam^^^ ^/hW*r^ he/she(f%;execu1^ same in ^^^^T^'^'^^J^^^'^'^^^ that by ^^^rT'''''^^'''' thVinstrur^ent the oerso^n H' ""*'*y^P°" behalf of v.hich the persor|(§yacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the ^lo^l paragraph is true and correct. foregoing WITNESS my b^^d ^ficial. Place Notary Seal Above Signature OPTIONAL Though the information below is not required bv law itZ.Z ' _ and could prevent fraudulenZZova'l td Z^S:Zlthis'f ^ document Description of Attached ^um^nt • ^ °^ ^^'^ ^°''"'J° ^"^f^er document.^ Title or Type of Document: Document Date: /2 Number o? Signer(s) Other Than Named Above- Capacity(les) Claimed by Sigiw|-^sr""^'''"^ ^ ^^Lladividual — °CorDnr.,tpnffi-... T.I.... • Partner - • Limited • General • Attorney In Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Top of thumb here • Corporate Officer - Title(s): ^^individual • Partner - • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Top of thumb here Signer Is Repn iepres^ntind: /? (1-800-876-6827) Item #5907 EXHIBIT A RATE SCHEDlir.F RATE SCHEDULE Appraiser Title Hour!] ^ Billing Rates Rate Term Appraiser Title Straight OT (1.5x) 0T(2x) From To William Anderson Leader $225.00 NA NA 4/23/2012 Contract Term James Brabant Leader $225.00 NA NA 4/23/2012 Contract Term Gilbert Kunkel Leader $225.00 NA NA 4/23/2012 Contract Term Dawd Ottley Sr. Appr $200.00 NA NA 4/23/2012 Contract Term Patricia M. Cypher staff Appr $150.00 NA NA 4/23/2012 Contract Term Patricia B. Haskins Staff Appr $150.00 NA NA 4/23/2012 Contract Term Brian Flannery Staff Appr $150.00 NA NA 4/23/2012 Contract Term Benjamin Kunkel Staff Appr $150.00 NA NA 4/23/2012 Contract Term CA929 MASTER AGREEMENT FOR REAL PROPERTY SERVICES (EPIC LAND SOLUTIONS, INC.) ""^"^'^^^ '^M^^^'^'^tn ^ ^"'^^^-^ ^« °f »he -/^^ day of b\STRlrT^P^. A -' .''y ^"^ between the CARLSBAD MUNICIPAL WATFR ^^•S^^S^"'l7:TL""^i^^ Municipal water Act of 19lTand a SuSaJ SOLlJTiDMc; iMr I/- ' "^i^^'nafter referred to as "CMWD" and EPIC LANn SOLUTIONS, INC., a California corporation, hereinafter referred to as "Contractor" RECITALS experieLdin?eTproS'seryTces'™''''"^ ''''''''' '"^'"^"^^ 'hat is basis. ^ are required on a non-exclusive, project-by-project advice related to°eaTproperty se'rvice"'''"' '''''"'"^ -d and abilrty to pe^^^orsuch work"''"'"'' ' '° '^'^^^ ^"'^ "^^^ ""'"^^'^ «^ willingness containeXre^^K^n'd (Irar'agr affr^:: ^""^'^ ^ 1- SCOPE OF WORK •S^'^rTSVy »° t^°- services (the accordanciwithth^XS^s"?:^^^^^ ^-V '^is referencl in ^r^s^'Sn^^^^^^^^ 2- STANDARD OF PERFQRMAMf^F s^Sr^u^s^oriS^^^^^^^^^^^^ P-'-ional care and Metropolitan Southern Californ rArea w^^f M=2 .^^^ 1^^^ practicing in the While exercising its profession?! Lni and e^^^^^^^^ '"^'"'^ best judgment 3. TERM writtenTb^ir^ ^^^'^"^^ ' °' 't^-- y^-s starting from the date first 4. PROGRESS AND CQMPI FTIOM specified in the Tasl< Descrip S ,he pr^ecffsee o^Tj^t ^, T£'!J^'^ '""^ a specific Task Description may be aran?ed ?f iau^^^^^ > ^^^"sions of time for General Counsel Approved Version 2/17/12 The cumulative total for all projects allowed pursuant to this Agreement will not exceed twenty five thousand dollars ($25,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed twenty five thousand do Iars ($25 000). 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 Con ractor CMWD shall prepare a Project Task Description and Fee Allotment (the 'Task Descnption ) 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 indude 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 wi I be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6 STATUS OF CONTRACTOR .... M Contractor will perform the Services in Contractor's own way as an independent contractor^a^^^ in pursuit of Contractors independent calling, and not as an employee of CMWD. ContractorwH^ 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 ederal or sta^e 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 contnbutions on behSf'of Contractor or its employees or subcontractors. Contractor agrees to indemnify CM^^^^ and the Citv of Carlsbad within thirty (30) days for any tax, retirement contnbution social security overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any,a9ent, eiriployee, 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 pnor 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 omission^ of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor w, 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 Contrador's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. ContractorSli^^Snify and hold harmless CMWD and the City of Carlsbad and its officers officials, employees and volunteers from and against all daims, damages, losses and expenses including attomeys fees arising out of the perfomiance of the work descnbed herein 2 General Counsel Approved Version 2/17/12 caused in whole or in part by any willful misconduct or negligent act or omission of the forrraraToM^^^^^^ °^ ^-^^^-"^ --"^any of themTan^'n^: of?^^, t^PJ^^sly agree that any payment, attomey's fee, costs or expense CMWD or the S^^^inif'"' °' ""^^^^ *° °' °" "^'^^'f °f an injured employee under CMWD's self this sedbn anf thaWhT'' r'"'''^ ' '°^^' ^^P^n^e or'cost for the pl^poses of Agreement ^ ^""^'^^ expiration or early termination of this 10. INSURANCE Contrador will obtain and maintain for the duration of the Agreement and any and all arnendmen s, insurance against claims for injuries to persons or damage to property which mIy anse out of or ,n connedion with performance of the services by Contrador or Con ractofs agents, representatives, employees or subcontractors. The insurance will be obtained f^m an insurance earner admitted and authorized to do business in the State of Cal^orn L The wifhTf " '^'^"''^'^ *° ^''^^ ^ '^"^"^ Best's Key Rating of not less than "A-VII" OR surplus line insurer on the State of Califomia's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "AiX". 10.1 Coverages and Limits Contrador will maintain the types of coverages and minimum mits indicated below, unless the Risk Manager or Executive Manager for CMWD app oves a Cont™Tr.T nl ' r'^'I'''^"^ °^ 'P^^^^S® "P' '=P"stitute any limitations or cap on Con rador 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 bv Contractor pursuant to this Agreement are adequate to proted Contractor. If Contractor beNeves hat any required insurance coverage is inadequate, Contrador will obtain such additional insurance coverage, as Contrador deems adequate, at Contrador's sole expense < ,. Commercial General Liabilitv Insurance. $1 nnn nnn rnmhin^^ ^imie limit per occurrence for bodily injury, personal injury and property damage. Ifthe sSed polices AarleLTor?h?n!n!r'.,^'"'''' f^^'nf"PP'^ ^^P^^^*^'^ •° '^e work under this Agreement or the general aggregate will be twice the required per occun-ence limit. n . IV-^ . . Automobile Liability (if the use of an automobile is involved for an~ertyda°ma?;. ^''^'"> °'^ r '^^•^•^ Workers' Compensation and Employer's Liabilitv Wnrkprs' r.r^rr^ne^n^c.r,r.r. Co fradoTSr' ttie California Labor Code. Workers'CompensJio?;!; not be rfqule^^ Contrador has no employees and provides, to CMWD's satisfadion, a declaration stating this « . IV '* . . Professional Liability Errors and omissions liability appropriate to Contrador's profession with limits of not less than $1,000,000 per claim Coverage must b^ maintained for a period of five years following the date of completion of the work rrrr^.. • 'fbox is checked. Professional Liabilitv CMWD s Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 executi^on of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWU. 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 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Cartsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12 ACCOUNTING RECORDS ^ ^ *u Contractor will maintain complete and accurate records with respect to costs incurred under this Aqreement All records will be clearty identifiable. Contractor will allow a representative of CMWD dunng normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement^ Contractor will a low inspection of all work, data, documents, proceedings, and activities related to the Agreement for a penod of three (3) years from the date of final payment under this Agreement. 13 OWNERSHIP OF DOCUMENTS AHwork 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, al wo k product produced by Contractor or its agents, employees and subcontractors pursuant to th s Agreement will be delivered at once to CMWD. Contractor will have the nght to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS „ ^ ^ . . onH Contractor agrees that all copynghts that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. General Counsel Approved Version 2/17/12 16. 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: For Contractor: Name Glenn Pruim Name Lynette Overcamp Title Utilities Director Title Vice President ^®Pt Utilities Department Address 2601 Airport Drive, Suite 115 Cartsbad Municipal Water District Torrance OA 90505 Address 1635 Faraday Avenue Phone (310) 626-4848 Cartsbad CA 92008 Email lovercamp@epicland.com Phone (760) 602-2768 ^ 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 Clerk for the City of Cartsbad in accordance with the requirements of the City of Cartsbad Conflict of Interest Code The Contractor shall report investments or interests in all four categones. 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 discrtmination 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 othenA/ise 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 fon^/arded 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 fon^/arded 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the nght to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise 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 ef 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. JURISDICTIONS AND VFMIIF 24. SUCCESSORS AND ASSIQN5; 25. ENTIRE AGREEMFMT This Agreement, together with any other written document referred to or contemplated bv it^ /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// General Counsel Approved Version 2/17/12 26. AUTHORITY Executed by Contractor this day of OcA^[? CONTRACTOR EPIC LAND SOLUTIONS. INC.. a California corporation 20 By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911 and a Subsidiary District of ihe City of Carlsbad By: - // . / yf ^ (sign here) (lock^ell Presided (print name/title) ATTEST: l/p rr^y^.n 1$:^ Secretary (print name/title) j c^-g^..^^ c LLTJn^'^.f*'^ ^^™' P'^P^'* acknowledgment of execution by co>d6lbV^must be Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise. Ihe corporation must attach a resolution certified by the secretary or assi<5tant secretary under corporate seal empowering the officer(s) signing to'bind the c^po^aL ' APPROVED AS TO FORM: RONALD R. BALL, General Counsel ounsel General Counsel Approved Version 2/17/12 ACKNOWLEDGMENT State of Califomia County of UOX before me, personally appeared subscribed to .hrwi h n instt^m^^^^^^^ ^ Pe Wwhose namef^,s^ ^ hisifi^their autUonz^arZ:rZ"^Z1.T?^^^ he/gre«hey executed the same in Perlk^^or the entity upor^lKirhl^^^^^^^^ S^pTtSir °' State of California that the foregoing WITNESS my hand and official seal. Signature £31 EVAPOUZZl' ' ' '1 COMM. #1848210 m LosANGaacoSnv -rComm.1 (Seal) ^2013 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF Los Angeles On September 27, 2012 .before me, Jesus Ortiz. Notary Puhllf^ (here insert name and title of the officer) notary public, personally appeared James L. Overcamp, Jr. rrm^M^'w IJ"'!^" ^^^'^ °^ satisfactory evidence to be the person^^st'whose oalifomia that the foregoing paragraph is true and corred. WITNESS my hand and official seal Signature Ofi^ JESUS ORTIZ \ COMM. #1969100 m Wotwy Publio CHWomla iS LOSANOaES COUNTY (This area for official notarial seal) Optional Description of Attached Document Title or Type of Document: Service Agreement Contract Document Date: Number of Pages: (Not including this page) Signer(s) Other Than Named Above: Holly Rockwell EXHIBIT A 5. Rate Schedules ^The Catling Company Jean Catling Appraiser Trial preparation and expert testimonv $160 $250-$300 Other Direct Costs Appraisal Crockett & Associates At Cost Richard Crockett Senior Appraiser Staff Appraiser Research Appraiser Appraiser Appraiser Clerical Researcher Administrative $175 $150 $125 $75 $50 minimum for deposition and Other Direct Costs At Cost Donna Desmond Principal Appraiser ' ' " '^^^^^ Tr/g/ preparation and expert testimony $275 $375 minimum for deposition and Other Direct Costs At Cost CREATING LAND SOLUTIONS FOR THE PUBLIC GOOD www.EpicLand.com 16 CA933 MASTER AGREEMENT FOR ENVIRONMENTAL AND PLANNING STUDY SERVICES (PLANNING SYSTEMS) HS AGREEMENT is made and entered into as of the 20^, by and between the CARLSBAD MUNICIPAL WATER DISTRfCT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Cartsbad, hereinafter referred to as "CMWD", and PLANNING SYSTEMS, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in environmental and planning studies. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental and planning studies. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description forthe 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 years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). 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 hourty 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 Carisbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Carisbad 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 earty 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-:Vir' OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10.1.1 Commercial General Liabilitv Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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. I I If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 choii JJ^'A '^ • ^^"^^ additional insured on General Liability which shall provide pnmary coverage to the City. "-•oumiy wmcn ii^^hiiitw^Sihii Contractor will obtain occurrence coverage, excluding Professional Liability, which will be wntten as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and anv cfr!"h'TIT t <^^^oe\e6 without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. Pi-ovidinq Certificates of Insurance and Endorsf^mpntQ Prior to CMWD's execution of this Agreement, Contractor will fumish certificates of insurance and endorsements to CMWD. ^^•^ Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, hen 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. ^^•^ , Subm^ission 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 Cartsbad 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 rl?IfA?/r!."*- ^" ^'^^'•'y 'dentifiable. Contractor will allow a representative of CMWD dunng 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 penod of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glen Pruim Name Paul Klukas Title Utilities Director . Title Director of Planning Dept Utilities Address 1530 Faraday Avenue, Suite 100 Carisbad Municipal Water District Carlsbad, CA 92008 Address 1635 Faraday Avenue Phone (760) 931-0780 Carisbad CA, 92008 Email pklukas@planningsystems.net Phone (760) 602-2768 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 Clerk for the City of Carisbad in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 ofthe requirements ofthe 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 othenA/ise 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 fonA/arded 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 fonA/arded 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 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this. day of SO'ie^^tTZ. 20 1 ^. CONTRACTOR PLANNING SYSTEMS, a California corporatioi CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Cartsbad By: (print name/titll) ATTEST: (sign here) PA1>UT. )6L(;KA5 Ae (print name/title) LORRAINE Secretary 5^1 If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: Assistant General Counsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ^Cxsr\ ^I^^ '^Cp^ } On before me, fevriVu^vrTN. ^-e^cS^Nu^ |OC^M_V Q-^VDU" Here Insert Name and Title m the Officer \ personally appeared ~T^^^<^>s"\su,^ W^^y^vv^^^V^ Date Name(s) of Signer(s) I BRIHAM. BEECHER Commitsion # 1855293 NotwyPiiMc* CaHfomia | San Oiago Cottiity g Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personj(8^ whose namej^^ is/afe-subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her#»©ir authorized capacity(ip^), and that by his/hefi^ir signature(^ on the instrument the person^s), or the entity upon behalf of which the personj;s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Slgner(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OFSIGNER Top of thumb here © 2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 State of California County of ffoT^ } On „ . ^ V ... Mere insert Name and I .tie il the Otficer ^ ' uaie =——— i i i i "T""^ . Here Insert personally appeared H^^xJP ^ \ . \^\ i, V ^. ^ Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personisrwhose nam^<^) is/a^ubscribed ?o the Wrthin mstrument and acknowledged to me that rtn^J"''"''' "^^ ^"^ his/Lthei. aphorized capacrtyO^, and that by his^erAheir signaturete)-on the instrument the person;^, or the entity upon'Shalf o^ which the person;s) aSed, executed the instrument IfThe St^^nJ rT"-^^ °^ ^^''^"'^Y ""'^^^ laws trul Ld correct "^-^-P^^ - WITNESS my hand and official seal. Signature _B:vSI3^JQn_^j(^^ OPTIONAL Signature of Notary Public Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Number of Pages: Signer's Name: • Individual • Corporate Officer — Title(s): _ • Partner —• Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing:. Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave, RO.Box2402.Chatsworth,CA 91313-2402^^^nalS^ org Item #5907 Reorder: Call Toil-Free 1-800-876-6827 EXHIBIT A 5. RATESCHEDULE PLANNING SYSTEMS rate schedule is as follows: PRINCIPAL: PLANNERS/CEQA: Director of Planning/CEQA Specialist Environmental Planner ... Environmental Analyst ... Land Planner ... LANDSCAPE ARCHITECT/HABITAT RESTORATION SPECIALIST: Senior Restoration Ecologist Senior Landscape Architect Landscape Designer/Habitat Restoration Specialist Biologist/Construction Monitor II Construction Monitor 1 . OTHER: Graphic/CAD Operator . Visual Simulations Operator $150.00/hr $135.00/hr $ 95.00/hr $ 75.00/hr $ 75.00/hr $110.00/hr $110.00/hr $ 90.00/hr $ 90.00/hr $ 75.00/hr $ 65.00/hr $ 65.00/hr REIMBURSABLE EXPENSES/BILUNG POLICY: fZ'lZ'.l"T[ '"'"V'" P""*'"^' reproduction, graphic aids, travel (air fare & meals), photography, postage, fax & delivery will be billed at cost plus, 15%. Invoices will be issued on a monthly basis unless otherwise agreed Accounts are dnP Planning Systems Statement of Qualifications - 5/23/12 12 CA934 MASTER AGREEMENT FOR ENVIRONMENTAL AND PLANNING STUDY SERVICES (ATKINS NORTH AMERICA, INC.) THIS AGREEMENT is made and entered into as of the day of ^/7u-?yU^ 20j^, by and between the CARLSBAD MUNICIPAL WATER DISTF^ICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carisbad, hereinafter referred to as "CMWD", and ATKINS NORTH AMERICA, INC., a Florida corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a engineering consultant that is experienced in environmental and planning studies. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental and planning studies. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1- SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). 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 hourty 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 Carisbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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 Cartsbad 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-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coveraqes 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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 ^ve years following the date of completion of the work. I I If box is checked. Professional Liability CMWD's Initials /C/ntifefctor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad 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 cleariy identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Kim Hewlett Title Utilities Director Title Assoc. Vice President Dept. Utilities Address 3570 Carmel Mountain Road, Suite 300 Carisbad Municipal Water District San Diego, CA 92130 Address 1635 Faraday Avenue Phone (858) 514-1018 Carisbad CA, 92008 Email Kim.howlett@atkinsglobal.com Phone (760) 602-2768 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 Clerk for the City of Carisbad in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 ofthe requirements ofthe 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 othen/vise 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 fon/varded 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 fon/varded 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 5 General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othen^/ise recover, the full amount ofthe 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 grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. 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. 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 or 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 27 tii day of September ,2012 CONTRACTOR ATKINS NORTH AMERICA, INC., a Florida corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Cartsbad By:^^ ///V/7/ (fign )avid J. Carter Senior Vice Pr vice ^ry^MM^^,^ (print nam/t(jreio*'"""<?Vr SEAL I*-. 1960 = ATTEST: (sign here)^**i»,„„Bii«»«^ Rene de los Rios Assistant Secretary Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: Assistant General CdVJnsel General Counsel Approved Version 2/17/12 NOTARY ACKNOWLEDGEMENT STATE OF FLORIDA } COUNTY OF ML\MI-DADE} PERSONALLY APPEARED David J. Carter and Rene de los Rios by me to be the before me, the undersigned authority, , well known to me or who has produced as identification and known Senior Vice President and Assistant Secretary of the corporation named above, and acknowledged before me that they executed the foregoing instrument on behalf of said corporation as its true act and deed, and that they were duly authorized to do so. WITNESS my hand and official seal this 27th day of September, 2012. 4^1% DEBORAH LYNN SHIMEL A MY COMMISSION # DD 924543 EXPIRES; November 13,2013 ''^'Rf,!^' Bonded Thru Notaiy Public Underwriters NOTARY PUBLIC PrintName: DEB LYNN SHIMEL My Commission Expires: Nov. 13, 2013 Environmental/Planning Study Services I 18 5. Rate Schedule ATKINS EXHIBIT A ATKINS STANDARD RATE SCHEDULE FOR THE CITY OF CARLSBAD EFFECTIVE JANUARY 1, 2012 ENVIRONMENTAL SCIENCE SERVICES Supervising Scientist $198.00 Senior Scientist III 180.00 Senior Scientist II 170.00 Senior Scientist I 140.00 Scientist 111 130.00 Scientist II 110.00 Scientist 1 92.00 Assistant Scientist 80.00 Research Assistant 65.00 PUBLIC AFFAIRS/COMMUNITY RELATIONS Project Manager $170.00 Community Relations Specialist 140.00 Assistant Project Manager 125.00 Account Coordinator 80.00 OTHER PROFESSIONAL SERVICES Principal Professional $196.00 Supervising Professional 170.00 Sr. Professional 111 / Sr. GIS Analyst 111 150.00 Senior Professional 11 / Sr. GIS Analyst II 135.00 Senior Professional I / Sr. GIS Analyst I 122.00 Professional 11 / GIS Analyst 11 101.00 Professional 1 / GIS Analyst 1 88.00 Atkins Nortli America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, California 92130 Telephone: +1.858.874.1810 Fax:+1.858.259.0741 www.atkinsglobal.com/nortiiamerica DESIGN & GRAPHIC SERVICES Senior Designer 111 $140.00 Senior Designer II 135.00 Senior Designer I 120.00 Designer II 110.00 Designer I 100.00 CAD Technician 111 95.00 CAD Technician II 85.00 CAD Technician 1 70.00 Graphics Designer 11 100.00 Graphics Designer 1 95.00 ADMINISTRATIVE SERVICES Senior Administrator $110.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant 1 80.00 Administrative Assistant III 75.00 Administrative Assistant II 65.00 Administrative Assistant I / Clerk 60.00 EXPENSES AND OUTSIDE SERVICES Identifiable non-salary costs that are directly attributable to the project, such as reproduction costs, telephone charges, mileage, postage, etc.. are billed at actual cost plus 10 percent to cover overhead and administration costs. Mileage will be billed at the current IRS rate at the time of vehicle use. Fees for subconsultant services provided are billed at actual cost plus 10 percent to cover overhead and administration costs. Fees for litigation and expert witness sen/ices will be charged at $450.00 per hour with a 4-hour minimum per day. Computer Aided Drafting, hydrologic water, sewer and stormwater modeling, GIS, automated mapping, database and web programming, etc., is charged at $5 per labor hour. If applicable, a vehicle allowance of $8.00 per hour will be charged for the use of a company vehicle assigned to an inspector. * Non-Prevailing Wage Prevailing Wage Rate - Overtime will be charged at 1.25 times and Sundays and holidays will be charged at 1.70 times the above rates. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum wiil be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule will remain in effect for three years beginning on the date of the fully executed contract. 0414 028650 0512 Atkins I SOQ for City of Carisbad WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Bill Plummer/Utilities, Marshall Plantz/Transportation October 12, 2012 (Name and Department) ^^^^ Proposedmodif,cation(s)tothe Prof, Liability -IJ^)'^^'^^^^^s!^ AlKms INOnn CA932-City; CA934.CMWD Amenca (Type of insurance) (Name of contract) • Reduce coverage to the amount of: • Waive coverage 13 Other: Waive requirement of surplus lines carrier on the LASLI (formerly LbbLl) _ FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) nsignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product, [explain] Significance of Contractor: Contractor has unique skills and there are few if any altematives. [explain: include number of candidates RFP sent to and number responded if applicable] •Contract AmountATerm of Contract: $ . Work will be completed over a period of •Professional Liability coverage is not available to this contractor or would increase the cost ofthe contract by $ [explain]. ^ ^ ——~ i^Other (e g explain whv exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and anv other infonnation pertinent to your request): Under the Nonadmitted and Rdnsurance Reform Act fNRRA). 3^ part ofthe D^d-Frank Act^d implemented in Insurance Code Section 1765 L "alien^' nonadmitted insurers listed on the NAlC^s (National Association oflnsurance Commissioners) Ouarteriv List of Alien Insurers «re eligible to accept placements of California risks from surplus lines brokers. The federal action provides for the national listing, thereby ailowinp alien earners to avoid individual filing 7Z;une.ment. in earh .tMe such as those tn he included on the LASLHformerlv I .F,SM). As of January 30, 2012 I Invds of Londoi^m^Jev syndicate voluntarily removed itself from the LASLI, electing to rely on inclusion on the Ouarterly List of Alien Insurers to provide insurance for Califomia risks trom surplus lines brokers. Lloyds has made a fiiinp in Califomia that pemiits the Department oflnsurance to ^recognize" LloYd^s syndicates in the event of an inouirv from a broker or a member ofthe public. However, the extent to which standards for a surplus lines carrier on the LASLI TList of Approved Surplus Lines Insurers) versus those on the Quarterly .List of Alien Insurers is unclear as ofthe writing of this waiver and in recent articles appearing in the Insurance Joumal it appears that the state's implementing legislation has resulted in issues that may need to be resolved in court. In any case, there is confusion among brokers and clients because there arc now 2 lists in the state, one with '^approved" surplus lines carriers and the other, the national list of "eligible'' surplus lines carriers. Apparently Llovds is trying to work with the state to sort out some ofthe confusion ad it can be anticipated that there will be more to come on this matter. In the meantime, Lloyds of London/Beazlev syndicate has and continues to be the carrier for Atkins North America for its professional liability insurance, it was on the LASLI until it requested removal, and it is the carrier for the contractor with significant ongoing proiects in the Citv. It is requested Lloyds of London/Beazlev syndicate be accepted as the carrier for professional liability insurance for Atkins North America. Approved bv Risk Manager for these 2 contracts onlv: (Signature) (Date) H;\WORD\lnsurance\Admin Order #68 waiver modify insurance requirements doc 06/15/2006 CA937 MASTER AGREEMENT FOR FINANCIAL SERVICES (NBS) JHIS AGREEMENT is made and entered into as of the '^^^ day of ^^l^fnU^ 20/^ by and between the CARLSBAD MUNICIPAL WATER DIST4^1CT, 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 NBS, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering consultant that is experienced in financial services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to financial services. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1- SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 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 forthe project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General 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. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed seventy five thousand dollars ($75,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed seventy five thousand dollars ($75,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part 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-:Vir' OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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. 10.1.4 Professional Liabilitv. 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 offive years following the date of completion ofthe work. I I If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 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: 3 General Counsel Approved Version 2/17/12 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11- BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of 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 underthis Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes alt claims to the copyrights in favor of CMWD. General Counsel Approved Version 2/17/12 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: For Contractor: Name Glenn Pruim Name Danielle Wood Title Utilities Director Title Associate Director Dept utilities Address 32605 Temecula Parkway, Suite 100 Carlsbad Municipal Water District Temecula. CA 92592 Address 1635 Faraday Avenue Phone (951)296-1997 Carlsbad CA, 92008 Email Phone (760) 602-2768 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 _ . ^ , u ^ Contractor shall file a Conflict of Interest Statement with the Clerk for the City of Carlsbad 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. 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 othen^/ise 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 fonA/arded 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 fon^/arded 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 5 General Counsel Approved Version 2/17/12 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 ^ o o^/l^A/n 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 dehver any documents owned by CMWD and all work in progress to CMWD address contained in this Aqreement. CMWD will make a determination of fact based upon the work product dehvered 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. Contrac or will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or Person, othe 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 ide eSoyee any fee. commission, percentage, brokerage fee. gift, or any other consideration contingen 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 othenA/ise recover, the full amount ofthe 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 no m anticipation of litigation or in conjunction with litigation. Contractor acknowledges that 'f aja'se claim is submitted to CMWD, it may be considered fraud and Contractor ^fV^be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 ef seo 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 j^^^^^^ 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 attorneys 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 "oior 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. General Counsel Approved Version 2/17/12 23. JURISDICTIONS AND VENUE . x Any action at law or in equity brought by either of the parties for the purpose of enforcing a nght or rights provided for by this Agreement will be tried in a court of competent junsdiction 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 or any part of it nor any monies due or to become due under it may be assigned by Contractor without the pnor consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT ^ , . ^ u • 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this. I dav of OCKOhU^ 20 U CONTRACTOR NBS, a California corporation (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911. and a Subsidiary District of the City of Carlsbad By: (sign here) (print name/title) ATTEST: LOR Secretary If required by CMWD, proper notarial acknowledgment of execution by 6r€M?;f3g1;<;M^^must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel Assistant General General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ^\0£fcS)OJ^ On before me, Here Insert Name and Title of the Officer } Date personally appeared _ Name(s) of Signer(s) STACEYM. TAYLOR # 1817337 MvtrsMtCoM^ My Comm." Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(9i5 whose name(^) is/afe subscribed to the within instrument and acknowledged to me that he/sho/thoy executed the same in his/hef/their authorized capacity(i€f§), and that by his/heft^their signature^) on the instrument the person(^, or the entity upon behalf of which the person(;i) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Signatun OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: ^ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: • Individual 10^ Corporate Officer — Title(s) • Partner — • Limited • General • Attorney in Fact • Trustee ' • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb Iiere Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatswortfi, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 EXHIBIT A SECTION4. RATESCHEDULE Hourly Rate Schedule Title Hourly Rate Director $190 Senior Consultant/Programmer 150 Engineer 140 Consultant 130 Analyst 100 Clerical/Support 55 Expenses Customary out-of-pocket expenses will be billed to the City at actual cost to NBS. Out-of- pocket expenses may include, but not be limited to travel, mailing fulfillment, printing, postage, telephone, reproduction, meals, data, maps, and recording fees. Terms Services will be invoiced quarterly at the beginning of each quarter. Expenses will be itemized and included in the next regular invoice. Fees for all other services will be invoiced upon completion of the task. If the project is prematurely terminated by either party, NBS shall receive payment for work completed. Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of 1.5% per month. Either party can cancel administration contracts with 30 days written notice. Statement of Qualificationsfor Master Agreement - Financial Consulting Services for the City of Carlsbad Prepared by NBS - May 23, 2012 4-1