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HomeMy WebLinkAbout2018-11-27; Municipal Water District; Resolution 1607RESOLUTION NO. 1607 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT BOARD, APPROVING 20 MASTER AGREEMENTS. WHEREAS, the Carlsbad Municipal Water District (CMWD) Board of Directors of the City of Carlsbad, California has determined that securing access to a diverse pool of available consultants for professional services that facilitate timely completion of departmental and Capital Improvement Program projects is needed; and WHEREAS, the Public Works Department solicited, received, and reviewed Statements of Qualifications (SOQs) for professional services consistent with the Carlsbad Municipal Code section 3.28.060; and WHEREAS, following a review and ranking of the SOQs based on a weighted scoring system, staff recommends the firms most qualified and providing the best value to CMWD for the corresponding disciplines for the term Dec. 1, 2018 through Nov. 30, 2021 as follows: • Asset Management, HDR Engineering, Inc. (Attachment A) • Asset Management, West Yost & Associates (Attachment B) • Communications/Outreach, Paula Roberts dba Aqua Community Relations Group (Attachment C) • Communications/Outreach, Southwest Strategies, LLC. (Attachment D) • Environmental Planning/ Studies, HELIX Environmental Planning, Inc. (Attachment E) • Financial Services, Carollo Engineers, Inc. (Attachment F) • Financial Services, Willdan Financial Services (Attachment G) • Geotechnical Services, Ninyo & Moore Geotechnical and Environmental Sciences Consultants (Attachment H) • Geotechnical Services, Twining Consulting, Inc. (Attachment J) • Real Property, Clark Land Resources, Inc. (Attachment K) • Surveying, NVS, Inc. (Attachment L) • Surveying, O'Day Consultants, Inc. (Attachment M) • Surveying, Right-of-Way Engineering Services, Inc. (Attachment N) • Utility Locating/Potholing, Underground Solutions, Inc. (Attachment P) November 27, 2018 Item #7 Page 4 of 274 • Utilities Modeling, Kennedy/Jenks Consultants (Attachment Q) • Utilities Project Management/Capital Improvement Project Implementation, PROTEUS Consulting (Attachment R) • Utilities Project Management/Capital Improvement Project Implementation, Water Systems Consulting, Inc. (Attachment S) • Water/Recycled Water Engineering, Infrastructure Engineering Corporation (Attachment T) • Water/Recycled Water Engineering, Kleinfelder, Inc. (Attachment U) • Water/Recycled Water Engineering, Michael Baker International (Attachment V) WHEREAS, expenditures for these professional services are subject to availability of departmental budget appropriations and capital project funding; and NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the 20 Master Agreements with the aforementioned firms, attached hereto as Attachments A through V, are hereby approved. 3. That the president of the Board is authorized and directed to execute the Master Agreements on behalf of the CMWD. PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad Municipal Water District of the City of Carlsbad, California on the 27th day of November, 2018, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. None. None. ~NT November 27, 2018 Item #7 Page 5 of 274 PSA 19-54 ?CA MASTER AGREEMENT FOR ASSET MANAGEMENT SERVICES HOR ENGINEERING, INC. THIS AGREEMENT is made and entered into as of the 29th day of 'N~~2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and HOR Engineering, Inc., a Nebraska corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in the asset management field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to asset management. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 6 of 274 PSA 19-54 ?CA 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. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 7 of 274 PSA 19-547CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 8 of 274 PSA 19-547CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies that include the City as an additional insured and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 9 of 274 PSA 19-547CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email David Spencer Project Manager 591 Camino de la Reina Suite 300 San Diego, CA 92108 858-712-8400 david.r.spencer@hdrinc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesGJ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 10 of 274 PSA 19-547CA parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the te.rmination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 11 of 274 PSA19-547CA a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 12 of 274 PSA 19-54 7CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR HOR Engineering, Inc., a Nebraska corporation By: (sign here) Aaron M. Meilleur, Vice President By: (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911 , and a Subsidiary Distr.'ct f the City of Carlsbad > By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached . If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: -----"-1&t--.......... ~)--'<-__ CY_~'P-__ _ Deputy ~er~I 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 13 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of L6S A0se}e":J On OcJo'oef 1 ~ ·'201~ before me, Jem,,&c,v r moreV'l, NOtD'f'j ?ub\, C, Date Here Insert Name and Title of the Officer personally appeared ~A~()_'(_O_(\~M-°'_-\_t\_U"w_M_e.,_1_\\~e,_1.A_I{ _____________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ~ @. ~ •• Jl:N,~R.;R,;,c: r:R~ • f . . Not,iry Publ1C -Californl<l ? ·--~-. LU\ AngelP'i Counly f. Comm1'is1on I 2197334 • My (omm. Expires Jun 11, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ I I Corporate Officer -Title(s): ______ _ 1 I Partner -[l Limited r I General I I Individual 11 Trustee I I Attorney in Fact [J Guardian or Conservator 17 Other: _____________ _ Signer Is Representing: _________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ [J Partner -• Limited I] General [] Individual • Attorney in Fact [_I Trustee • Guardian or Conservator [l Other: ______________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 14 of 274 CERTIFICATE The undersigned hereby certifies that she is the Assistant Secretary of HDR Engineering, Inc., a Nebraska corporation (the "Corporation"), and that, as such, has custody of the minute books of the Corporation, and that, by Consent and Agreement of the Board of Directors dated May 17, 2017, the following resolution was unanimously adopted: "RESOLVED, that effective immediately and until termination of said individual from the Corporation, or until recision by the Corporation's Board of Directors, whichever occurs first, the following individuals are hereby granted the nondelegable authority to execute or approve on behalf of the Corporation, contracts, amendments or change orders for engineering services and architectural services incidental to engineering services to be rendered by the Corporation, ... , or releases of claim or lien in connection with such services, such contracts, amendments, change orders or releases so executed or approved shall be binding upon the Corporation: ... Aaron M. Meilleur -Vice President. .. " The undersigned further certifies that the foregoing resolution has been spread in full upon the minute books of the Corporation and is in full force and effect. DATED May 31, 2017. (CORPORATE SEAL) ~~~~u~ Bonnie J. Kudro,Asst. Secretary November 27, 2018 Item #7 Page 15 of 274 PSA19-547CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lnfoMaster Configuration/ Support B. Condition AssessmenU Support C. Estimated Useful Life Guidance D. Development of Risk Criteria/ Decision Logic E. Rehabilitation / Replacement Planning F. GISI Asset Data Support G. Asset Management/ Business Process Support Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 16 of 274 PSA 19-54 ?CA City of Carlsbad I RFQ 18-05 Master Agreement Consultant Services I Rate Schedule I-)~ 1 EXHIBITB 1- '_Pr~~s valid through Term of Agreement __ _ _ STAFF 1 ~-~::\pencer ···· :~:~:ctM~nager -----------_[ii6~B_LYR~TE __ -2 1 D;~~-G[ps~~--! Principal ln Charge ----! $340 1 3 . ·!Mike Flores _ _ ~.9':@li!Y Assurance/Quality Control. ! $320 4 ] Eric Scherch J-c\s:5et ~anagement Lead : $220 _5 _ i Brien Clark .. · _ I Condition Assessment Lead ___ i$260 -·· ------- 6 Dan Ellison -----------!Cc>~diti;~ Assessment Support3 ~~------~--_ , $320 ·-----~ ·- [-,_ __ Mersedeh Ahkoondan I Condition Assessment Support 2 ______ I $170 __ 8 Erika Perez ----Tcondition As;essment Support 1 $135 -9 -Sccrtt Humphrey I As~et M~~~g~~~~tS~pport 3 I $220 ----- 1 __ ----··---------------------,-------·-----------------------------·· 10 Joel Engleson . .. . . . . .... ! Asset Managem~nt ~up_eort_2 ___ _ ___ -1., $$1 12 60 5 _______ . __ 11 Amanda Lelpard/Aria Heraypur i Asset Management Supportl .12 _ Y~yi~g-Li-------------__ .. I GIS Lead _________ -·· _ ---I $180 -------- . l~ -j~nd1:r_s Bur~al! _ __ __ ___ j GIS Support _I $140 ... _l'!.__1 ___________ -;!_ E_n=gi_n_ee_r_in..,,g_ln_t_er_n__ __ ___ $110 15 1 __ ________ _ _ Project Coordinator l$120 SUBCONSULTANTS HOURLY RATE !NAME/FIRM 1 IN/A I TITLE IN/A --···--·--·------,-- 1EXPENSES I DESCRIPTION I COST , 1 __ . Mileage __ _ __ I $0.54.5 per mile, or as permitted by IRS _2 _1 Printing -B&W 8_1/2 x 11 ______ . I $0.05 p~;·she~t ·· ····· ··· ·· · -··· l._~rjnting -Color 81/2 x 11 !°$6.15 pe~ ~h~;t ·-·---_ 10 N/A %MARKUP 5% 5% 5% 2 November 27, 2018 Item #7 Page 17 of 274 PSA 19-549CA MASTER AGREEMENT FOR ASSET MANAGEMENT SERVICES WEST YOST & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 2~ day of \\jnVCV\\ ~'<'2-. 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and West Yost & Associates, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in the asset management field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to asset management. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 18 of 274 PSA 19-549CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 19 of 274 PSA 19-549CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 20 of 274 PSA 19-549CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 21 of 274 PSA 19-549CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept. Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Momcilo Savovic Project Manager 2020 Research Park Drive Suite 100 Davis, CA 95618 530-7 56-5905 msavovic@westyost.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YeslRJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 22 of 274 PSA 19-549CA between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 23 of 274 PSA 19-549CA 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 CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 24 of 274 PSA 19-549CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR West Yost & Associates, Inc., a California corporation By: (sign here) _1; ~ f). b00 tw; t1 h ('-f. f """'~r (print name/title) By: ,~ Vt· o--<D.ue L _ L-e-e / 5er1e¼\J.i (print name/title) 0 CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary Distr."ct the City of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 25 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of_'{_!>_\_ .. _________ _ On 'O&.o\.x/ :2--<;; 2,o\~ before me, \'e .. /, ~ s:~~ }Jc~'j .PJ0~:.c Date Here lnserttiame and ht1e of the Officer personally appeared --~"}_v_~_~ __ b_o_o_~_u..> __ ~---------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ --~ of Notary Public OPTIONAL Completing this information con deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: M.o..sV ~ye..e_~ -C.:.:¾ Document Date: \O ( ?-<( ~ \"' t>~ C~\<..lS\.:).,_Q__ Number of Pages: \ l Signer(s) Other Than Named Above: _________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Jo\,,\.-b t> 0 .~ >,-_. Signer's Name: e---c;orporate Officer -Title(s): \J, et.1"1e-:.,~ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • • Other: Signer is Representing: \.u-€"5+-'{o-,"t k;,'i)c.-,,J°"°'glgner is Representing: _________ _ ©2017 National Notary Association November 27, 2018 Item #7 Page 26 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 •1:se:a1:s1:1e:1a:11:s~:go:3:o• A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of __ '{_v_l ..'.) _________ _ On O<..,h~ ;)...(" d--u\ i before me, ?e,/, L.u.-S.e?~ t-Jo~':( ?J~·.,c__ Dote , Here Insert Nome and Tit}e of the Officer ~ \ fA_V',,~ \ n o personally appeared ___ V ________ ~~---------------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. s;gnatuce ~ cl,.~ SignotLHefNotoryPub/ic OPTIONAL Completing this information con deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: ------;-~~'.:,~~---,,...-~-~-----_c..:_r_:':"7__,__0_f __ e_-_, _l--'"=-'-'°-~--- Document Date: l C \ "l-( f ;;Li>\ i Number of Pages: __ L=-->,.\ __ Signer(s) Other Than Named Above: ___ "J;~D_k._lA.. __ b_o_o_&_'-c.)_~ _________ _ Capacity(ies) Clai'lled by Signer(s) Signer's Name: , o-\A...........e.. \....U?....-Signer's Name: ~orporate Officer -Title(s): ~,. • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: , • Other: Signer is Representing:\)Je?-\="t.c~'\'-&su ""~ner is Representing: ________ _ ©2017 National Notary Association November 27, 2018 Item #7 Page 27 of 274 PSA 19-549CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lnfoMaster Configuration/ Support B. Condition Assessment/ Support C. Estimated Useful Life Guidance D. Development of Risk Criteria/ Decision Logic E. Rehabilitation/ Replacement Planning F. GISI Asset Data Support G. Asset Management/ Business Process Support Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 28 of 274 WEST YOST ~ ASSOCIATES PSA 19-549CA 2018-2020 Billing Rate Schedule (Effective June 2018 through June 2021) POSITIONS I LABOR CHARGES (DOLLARS PER HR) PrincipalMce President _§~~i~,:E:~~-g/~i_e'}P_!~~~ol~ist ~ana~~r_! ~-II Principal Engineer/Scientist/Geologist I / II . Se~or Engin~r/Stjentistf Geologist I / I.I . Associate Engineer/Scientist/Geologist I / II ~n~ineer~~e~~s_Y.G~~~ogist I / II Engineering Aide Administrative I_! II / HI / IV ENGINEERING TECHNOLOGY Engineering Tech Manager I/ II Principal Tech Specialist I/ II Senior Tech Specialist I/ II Senior GIS Analyst . GIS Analyst Technical Specialist I/ II/ Ill/ IV CAD Manager CAD Designer I / II CONSTRUCTION MANAGEMENT Senior Construction Manager Construction Manager I / II / Ill / IV Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) Apprentice Inspector CM Administrative I / II $310 -~?~~_I $f~-~ $260 /$276 $233/$244 $206 / $221 $167 /$193 $94 $85 / $107 / $129 / $142 $294,/$305 $271 / $282 $248/$260 $227 $214 - $158 / $180 / 203 I $226 $180 $140 / $157 $296 $180 /$193 / $206 / $258 $156 / $174 / $193 / $201 $142 $77 /$103 • Hourly rates include Technology and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. • Outside Services such as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 10%. • Mileage will be billed at the current Federal Rate. • Subconsultants will be billed at actual cost plus 10%. 10 Rates-1 November 27, 2018 Item #7 Page 29 of 274 WEST YOST ~ ASSOCIATES 2018-2020 Billing Rate Schedule (continued) (Effective June 2018 through June 2021) * Equipment Charges EQUIPMENT BILLING RATES Gas Detector Hydrant Pressure Gage ~y~r~n~~~~~~-~~~~!~ Standard ____ .. Hydrant Pressure Recorder, Impulse (Transient) _Tri~~l~--~~S ~-<,~? 7.f ___ _ Vehicle Water Flow Probe Meter -------'· ··--_"_,:.'. ·-~----- Water Quality Multimeter . ~ Well Sounder 11 $80/day $10/day $40/day - $55/day $220/day $10/hour $20/day . ' --·· ---- $185/day $30/day PSA 19-549CA Rates-2 November 27, 2018 Item #7 Page 30 of 274 PSA 19-550CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES PAULA ROBERTS OBA AQUA COMMUNITY RELATIONS GROUP ~ THIS AGREEMENT is made and entered into as of the 2-,'£3th day of b\~018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Paula Roberts dba Aqua Community Relations Group, a sole prroprietor, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in communications and outreach. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 31 of 274 PSA 19-550CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 32 of 274 PSA 19-550CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC} latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 33 of 274 PSA 19-550CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 34 of 274 PSA 19-550CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept. Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Paula Roberts Project Manager 4452 Park Boulevard Suite 208 San Diego, CA 92116 619-431-0779 paula@aquacrg.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YeslLl NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 35 of 274 PSA 19-550CA between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 36 of 274 PSA 19-550CA 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 CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 37 of 274 PSA 19-550CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. '3f-P ;'""'/.? Executed by Contractor this _____ day of _Q_q-D __ B_~__,_ _____ , 2018. ( V PAULA 0wi-%, f jL(;Si~)/ (print name/title) By: (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary Distric of e ity of Carlsbad By: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 38 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California i County of San Diego A /·DJ3f / q ··/ ·-0. f_(' (1 ~-LA {vfcti1,; ,Notary Public On O before me, __ Th __ · _Jl!~ ____ -f' ____ , ate ,_.Yi 77 . SHere Insert Name and Title of the Officer A. u 1.--(-\ f--l->bt 12-, personally appeared -----------------,,------------------ Name;ef of SigneJM" who proved to me on the basis of satisfactory evidence to b~-t~erson_fe;j whose nam#.~ subscribed to the within instrumJ.9kand acknowled~Qme that.rre/~.§Pfhey executed the same in ~~jtl.:leir authorized capaci~and that by~erttheir signature{8f on the instrument the person(sr,or the entity upon behalf of which the person.ts} acted, executed the instrument. MARCO DE LA MORA COMM.# 2153553 t.. /l!/i1;~J6f;i.3<;1\NOTMlY PUBLIC•CALIFORNIA )> ~J,;c:r1il~'J· • :,AN DIEGO COUNTY ~ My Commission Expires ( JUNE 14, 2020 _ ::;:: . -. Place Notary Seal and/or Stomp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. /) L//, .1/;; V l;:/ Signature I 1, ccr/ lJJq .,· ~ 7 / / Signature of Notary Public' November 27, 2018 Item #7 Page 39 of 274 PSA 19-550CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communication and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design I Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 40 of 274 EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement I STAFF/ASSOCIATES ;NAME ,--TITLE 1. , Paula Roberts Project Manager 2. Clint Camey, Lisa Gordon Task Order Manager 3. Marielena Castellanos Senior Associate 4. Amy Hatch Art Director 5. Christine Millay : Associate '6. Sandra Lozano, Norma Caro Project Assistant 7. I : Aaron Roberts Project Intern SUB-CONSULTANTS NAM EL FIRM TITLE 1. Compass Rose GIS GIS Services 2. Clint Camey, Lisa Gordon Task Order Manager 3. Marielena Castellanos Senior Associate 4. Amy Hatch Art Director 5. Christine Millay Associate \ EXPENSES ! : DESCRIPTION COST 1. Mileage IRS Rates 2. Print and Mail Service, Printworks T&M -Trade Rates 3. 4. 5. I PSA 19-SS0CA I HOURLY RATE $200.00 $175.00 $150.00 $150.00 $125.00 $75.00 $50.00 HOURLY RATE $132.00 $175.00 $150.00 $150.00 $125.00 I I %MARKUP I NIA I I 10% I ' I Aqua Community Relations Group for Carlsbad RFQ 18-05:D3 Page 032 10 ---·-· --. ·-··· -. . ..... . . .... November 27, 2018 Item #7 Page 41 of 274 PSA 19-554CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES SOUTHWEST STRATEGIES, LLC. \ ~IS AGRE:EMENT is made and entered into as of the ::zmh day of :\(0-, W) ~2018, by and between the Carlsbad Munici~a~ Wat~r ~istrict, a P~blic Agency organized under the Municipal Water Act of 1911, and a Subs1dIary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Southwest Strategies, LLC., a limited liability company, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in communications and outreach. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 42 of 274 PSA 19-554CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 43 of 274 PSA 19-554CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 44 of 274 PSA 19-554CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 45 of 274 PSA 19-554CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept. Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Elizabeth Hansen Project Manager 401 B Street Suite 150 San Diego, CA 92101 858-541-7800 ehansen@swspr.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 46 of 274 PSA 19-554CA between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 47 of 274 PSA 19-554CA 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 CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 48 of 274 PSA 19-554CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this \ q ~ day of ~OJemk-, 2018. CONTRACTOR Southwest Strategies, LLC., a limited liability mpany By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the ity f arlsbad By: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By }QQ~~ ' Depu~ ralCounsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 49 of 274 ALL-PURPOSE ACKNqWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of_s __ ~ __ h_. -'.....,J'J.;,r;.~-----ss. On ~'w~/1~. ~pjJ before me, .bz0t~f~ DATE 1 er ·. ~ /? ,,,//~ "1 , Notary Public, personally appeare~ / ti,, r 1 5 '-o j /~---,---W lAAi j) -, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(~fS"are subscribed to the within instrumen~ ; . . and acknowledged to me th~e/they executed the i:- same in his/her/their authorized capacity(~d tha: :. by~r/their signatureC\l on the instrument the person(s_), or the entity upon behalf of which the ::. person~) acted, executed die instrument. )@·.~ .. , · DZHYPARKULAKMATOVA ( 2 . .. · . COMM.# 2099814 c, ~ ;Jt°':· . NOTARY PUBLIC-CALIFORNIA ~ t~ · · SAN DIEGO COUNTY -1 My Co~m, Exp/ebrury 12, 2019 r PLACE NOTARY SEAL IN ABOVE SPACE I certify under PENALTY OF PERJURY under the :: . laws of the State of California that the foregoing ,. paragraph is true and correct. / · WITNESS my hand and official seal. NOTARY'S SIGNATURE OPTIONAL INFORMATION _______ ._ The information below is optional. However, it may prove valuable and could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) INDIVIDUAL • • • CORPORATE OFFICER ______ _ PARTNER(S) 0 ATTORNEY-IN-FACT 0 GUARDIAN/CONSERVATOR 0 SUBSCRIBING WITNESS Tm.E(S) 0 OTHER: __________ _ SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF0PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT '" ~_r~~~-4-,... &-~~-4--7 . c;~ TITLE OR TYPE OF DOCUMENT ;:. ~ -fw,e.,,e_./ /?2-ftJ.2~ ~ NUMBER OF PAGES /-r✓l'.(?1/P~/J? DATE OF DOCUMENT RIGHT THUMBPRINT OF SIGNER OTHER APAOl/2015 NOTARY BONDS, SUPPLIES AND FORMS AT HTTP://WWW.VALLEY-SIERRA.COM 0 2005-2017 VALLEY-SIERRA lNSUR,\:\C:C: November 27, 2018 Item #7 Page 50 of 274 ALL-PURPOSE ACKNqWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Countyof s~ b,~ }ss. On )/Qv,e~ M 1-<4, Mlf befioreme,. hz.~-·~-L/ J~/~v'<---_ ------~+.-C:.-------'---~---• Notary Public, DATE l personally appeared _-_,._J_-e-n __ 0_1· _I-_., -'2-(" ___ \Jv_f_lt/4t_~ __ ...---_·-=.-:..-=.-:..-=.-:.-:.-:. ___ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name 1s/ e subscribed to the within instrumer:.: . and acknowt ed to me that ~hey executed the r:: J @ DZHYPARKUL AKMATOVA 1 .-·. COMM.# 2099874 ~ ~ .. .,if1 NOTARY PUBLINALIFORNIA ~ (!) -,~., ; , SAN DIEGO COUNTY :/ My Comm. Exp. February 12, 2019 PLACE NOTARY SEAL !N ABOVE SPACE same in h" heir authorized capacity~), and tha: ;z by his,.u'-<J ....... H'eir signature(s.J_ on the instrument the person('s,), or the entity upon behalf of which the ~ person(s) acted, executed t!ie 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. 7 A---/('~ NOTARY'S SIGNATURE --------OPTIONAL INFORMATION-------~ The information below is optional. However, it may prove valuable and could prevent fraudulent attachmeP..t of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) INDIVIDUAL • • • CORPORATE OFFICER ______ _ PARTNER(S) 0 ATTORNEY-IN-FACT 0 GUARDIAN/CONSERVATOR 0 SUBSCRIBING WITNESS T!lLE(S) 0 OTHER: __________ _ SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF.PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT RIGHT THUMBPRINT OF SIGNER OTHER APA0J/2015 NOTARY BONDS, SUPPLIES AND FOR.MS AT HTTP://WWW.VALLEY-SJERRA.COM Cl 2005-2017 VALLEY-SIERRA !NSURA:s;c::; November 27, 2018 Item #7 Page 51 of 274 PSA 19-554CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design I Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 52 of 274 PSA19-554CA Master Agreement Rate Schedule , I '" ', ' , Title , ,' , , ) ' , . ~ I ; ) /' /' ,, ,1' ~;1:, (•\t~z;',~~ ' ' \ ' , ' ,,I I :Rate, 1 i; \',%'-/, ,',,' : "I ;,,-1(,?!?~ f ,t, • ' ' ' . ~ . RateType . ', ~ ( ', ~ -. ' -' ', Chairman $225 Hourly President $225 Hourly Executive Vice President $205 Hourly Senior Vice President $195 Hourly Vice President $185 Hourly Senior Director of Public Affairs $180 Hourly Director of Public Affairs $170 Hourly Senior Manager of Public Affairs $160 Hourly Manager of Public Affairs $155 Hourly Senior Account Executive $125 Hourly Account Executive $110 Hourly Graphic Designer $115 Hourly Administrative Support $50 Hourly Expenses ,_ ' ' « ' {,' :, • lnf I ', 1 -~ ~'1~ ,~~•~' > < , 1~~;1_,:'\•>".\ 1 •:;: r :;" '• I , Type · •, ,,, , ,, ·,. Rate' ' :,,/, 'r,(l',';l,,1•~n~.::1~::,'~\1/1 _t ,, ~ • ' Printing Mileage $0.59 per page $0.58 per mile ·other hard costs will be determined on a projea-by-projecr basis as needed S@-UTH\VEST STR,\TEGIES 10 November 27, 2018 Item #7 Page 53 of 274 PSA 19-564CA MASTER AGREEMENT FOR ENVIRONMENTAL PLANNING/ STUDIES SERVICES HELIX ENVIRONMENTAL PLANNING, INC. THIS AGREEMENT is made and entered into as of the 2~--th day of 'l\k>i.teW\\'.:2--E' ~, 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and HELIX Environmental Planning, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in environmental planning and studies. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental planning and studies. D. Contractor has submitted a proposal to the CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 54 of 274 PSA 19-564CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 55 of 274 PSA 19-564CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL} Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 56 of 274 PSA 19-564CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS· Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 57 of 274 PSA 19-564CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Karl Osmundson Title Project Manager Address _7_5_7_8_E_I_C_a~jo_n_B_o_ul_e_va_r_d ___ _ Phone Email La Mesa, CA 91942 619-462-1515 Karl0@helixepi.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 58 of 274 PSA 19-564CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 59 of 274 PSA 19-564CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 60 of 274 PSA 19-564CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this CONTRACTOR HELIX Environmental Planning, Inc., a California corporation By:~~ (sign here) \{\ , ct\ o e\ Sch wt t'\ Q > Cei"'Ptes,dtnY (print name/title) By~-- K\nst-'.~ OlsZ-Ak, Cfb (print name/title) , 2018. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District f th Cit of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: )02)__~ beputyGeneral~- 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 61 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California )) County of 5AN \66 0 On Novc,V\\C,~ lctl iovo before me, ) ) 514ANN~ 8t.ow rJ I N O~V ~U~ UC, Date Here Insert Name and Title of the Officer personally appeared W\,0H:A:a Sc,b-Wv~/\J At-Jh \L~1"t>T11-.J OL.-S"ZA~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) jg/are subscribed to the within instrument and acknowledged to me that Re"/~they executed the same in Ris/Ret"/their authorized capacity(ies), and that by RtStber/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. a SHANNAL.BROWN < Commissio~ # 2137599 z Notary Public -California I j San Diego County ? • • o o o ,Ml Comm. Ex~res Dec 19. 20191 •••• ••••••• Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~-~ Signature of Notary Public ---------------oPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ • Corporate Officer -Title(s): ______ _ [] Partner -~J Limited lJ General • Individual [l Trustee Attorney in Fact . ! Guardian or Conservator •Other: ______________ _ Signer Is Representing: ________ _ Signer's Name: ____________ _ U Corporate Officer -Title(s): ______ _ l I Partner -• Limited • General :---: Individual Attorney in Fact =-: Trustee , .l Guardian or Conservator • Other: _____________ _ Signer Is Representing: ________ _ ~~~~<,~~~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 62 of 274 PSA 19-564CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Agency coordination B. Biological monitoring C. Environmental initial studies & minor environmental documentation D. Mitigation & monitoring plans E. Preparation of technical studies F. Site surveys G. Special studies H. Sustainability research Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 63 of 274 MASTER AGREEMENT RATE SCHEDULE Prices valid through December 31, 2018 HELIX Environmental Planning, Inc. HELIX PERSONNEL NAME TITLE 1. Karl Osmundson Principal Biologist 2. Joanne Dramko Principal Planner 3. Mary Robbins-Wade Sr. Archaeologist 4. Stacie Wilson Cultural Project Manager 5. Vanessa Toscano Planning Project Manager 6. Bill Vosti Planning Project Manager 7. Stacy Nigro Principal Biologist 8. Thomas Liddicoat Biology Project Manager 9. Victor Ortiz Sr. Air Quality Specialist 10. Charles Terry Principal Acoustician 11. Michael Schwerin Principal 12. Larry Sward Principal Biologist 13. Jason Kurnow Sr. Scientist 14. Erica Harris Biologist V 15. Amy Mila de la Roca Planning Project Manager 16. Catherine Wright Senior Archaeologist 17. Jason Runyan Environmental Planner-Ill 18. Hunter Stapp Environmental Planner I PanGIS 19. Douglas Mengers, RPA, DPPH Senior Historian Linscott, Law & Greenspan Engineers 20. 1 John P. Keating, PE Principal 21. i KC Yellapu, PE Associate Principal/Project Manager 22. · Amelia Giacalone Transportation Planner Ill 23. Shankar Ramakrishnan, PE Senior Transportation Engineer 24. Charlene Sadiarin Traffic Engineer II Ninyo & Moore Stephen Beck, PG, CEG, HG, 25· QSD/QSP Principal Environmental Geologist 26. Adrian Olivares, MPH Senior Project Environmental Scientist 27. Christina Tretinjak, PG, CEG Senior Project Geologist San Diego Natural History Museum 28. Thomas Demere Principal Paleontologist 10 PSA 19-564CA HOURLY RATE $220 $215 $150 $140 $135 $110 $180 $150 $155 $195 $225 $210 $145 $115 $115 $140 $100 $90 $95.00 $200.00 $190.00 $133.00 $178.00 $133.00 $178.00 $163.00 $163.00 $130.00 November 27, 2018 Item #7 Page 64 of 274 PSA 19-564CA EXPENSES I DESCRIPTION COST % MARKUP l. ) Mileage $0.575 / mile 10% 2. I Copy services $0.08 I page (standard black and white) 10% ' $0.50 / page (enhanced black and white) I $0.75 I page (color) 3. I GPS $25.00 per day/ per unit 10% 4. I Noise Meter $120.00 per day/ per unit 10% Direct Costs In addition to those items listed above, other reimbursable _expenses associated with each task order will be charged at cost plus ten percent. Examples of direct costs include subconsultants, vehicle or equipment rentals, airplane and train fares, parking, per diem and lodging, communications, reproduction, and supplies. A 4-wheel drive premium will be charged at $25.00 per project day. There will be additional charges for plotting, color printing, aerial photographs and GPS services. 11 November 27, 2018 Item #7 Page 65 of 274 PSA 19-564CA EXHIBIT B SCHEDULE OF FEES HELIX Environmental Plllllr.ing Consulting Services Consulting services performed by HELiX typically include, bt.1 are not necessarily limited to, office, field, meetings, hearings and travel ~me. Consulting services for expert witness review, deposition, and/or testimony will be provided at one and one-half times our professional rates. Direct Costs Certain identifiable direct costs will be charged to the project at cost plus ten percent Examples of direct costs include subconsultants, vehicle or equipment rer.tals, airplane and train fares, parl<ing, per diem and lodging, mileage, corr.munications, reproduction, and supplies. A 4-wheel drive premium wm be charged at $25.00 per project day. There will be additional charges for plctting, color printing, aerial photographs and GPS services. Payment Invoices will be submitted monthly. Payment o:i invoices is due within thirty days of receipt If payrient is not paid when due, then such sum shall bear interest at 1 ½%per month on the unpaid balance, not to exceed the maximum legal rate of interest Professional Rates Current hourly rates for consulting services: Principal Principal Planner Principal Biologist Principal Permitting Specialist Principal Acoustician Sr. Fisheries Scientist Sr. Project Manager 1-1:1 Sr. Air Quality Specialist Sr. Environmental Specialist Noise/Air Quality Specialist Environmental Specialist 1-111 Environmental Com;:iliance Specialist Project Manager 1-111 Archaeology Field Director Staff Archaeologist Archaeology Field Crew Sr. Archaeologist Historian Environmental Planner 1-111 Environmental Analyst Sr. Scientist Biologist 1-V Assistant Biologist Sr. GIS Specialist GIS Specialist I-Iii GIS Technician Graphics Document Coordinator Technical Ed)tcr Operations Manager Word Processor 1-111 Clerical Rates are subject to cnange on a yearly basis 12 $210.00-225.00 $195.00-225.00 $180.00-220.00 $170.00-215.00 $180.00-195.00 $200.00-220.00 $130.00-190.00 $155.00-180.00 $150.00-170.00 $145.00 $85.00-150.00 $105.00 $110.00-160.00 $100.00 $65.00 -$80.00 $75.00 $150.00-155.00 $70.00-125.00 $90.00-115.00 $65.00-75.00 S120.00-180.00 $75.00-120.00 $50. 00-60. 00 $120 00-160.00 $75.00-105.00 $50.00-60.00 $110.00 $80.00 $70.00-90.00 $100.00 $65.00-80.00 $65.00 November 27, 2018 Item #7 Page 66 of 274 PSA 19-564CA CITY OF CARLSBAD • f EE SCHEDULE Effective January 1, 2018 PERHOUR Principals Principal Engineer .............................................................................................. $ Associate Principal Engineer ............................................................................. $ Planning/Design Manager .................................................................................. $ Transportation Engineers Senior Transportation Engineer ......................................................................... $ Transportation Engineer III. ............................................................................... $ Transportation Engineer II ................................................................................. $ Transportation Engineer I .................................................................................. $ Transportation Planners Senior Transportation Planner ........................................................................... $ Transportation Planner III .................................................................................. $ Transportation Planner II ................................................................................... $ Transportation Planner I .................................................................................... $ Technical Support Engineering Associate II .................................................................................... $ Engineering Associate I ..................................................................................... $ Engineering Computer Analyst 11 ...................................................................... $ Engineering Computer Analyst I ...................................... , ................................ $ Senior CADD Drafter ........................................................................................ $ CADD Drafter III ............................................................................................... $ C.A.DD Drafter II ................................................................................................ $ CADD Drafter I ................................................................................................. $ Senior Engineering Technician .......................................................................... $ Engineering Technician II .................................................................................. $ Engineering Technician 1 ................................................................................... $ Word Processor/Secretary .................................................................................. $ Engineering Aide 1 ............................................................................................. $ 200.00 190.00 185.00 178.00 158.00 133.00 114.00 158.00 133.00 114.00 102.00 113.00 109.00 108.00 85.00 109.00 102.00 90.00 77.00 109.00 102.00 77.00 72.00 55.00 Public Hearing and litigation support may be charged at 125% of the base rate. Consultation in connection with litigation and Court appearances will be quoted separately. Project-related mileage will be billed at the prevailing standa:-d mileage rate as determined by the IRS. Subcontractors and other project-related expenses will be billed at cost plus 15%. The above schedule is for straight time. Overtime v.ill be charged at 1.50 times the standard hourly rates. Interim a."!d/or monthly statements will be presented for completed work. These will be due and payable upon presentation unless prior arrangements are made. A finance charge of 1.5% may be charged each month on the unpaid balance. 13 · LINSCOTT LAW & GREENSPAN engineers . Engineers & Planners Traffic Transportation Parking Linscott. law & Greenspan, Engineers 4542 Ruffner Street Suite 100 San Diego, CA 92111 858300.8800 T 858.300.8610 F www.!lgengineers.com Pasadena Irvine San •'ego Woodland Hills November 27, 2018 Item #7 Page 67 of 274 Principal Engineer/Geologist'Environmental Scientist Certified Industrial Hygienist Senior Engineer/Geologist/Environmental Scientist Senior Project Engineer/Geologist'Environmental Scientist Certified Asbestos Consultant, Lead Inspector/Assessor, Lead Project Monitor Project Engineer/Geologist/Environmental Scientist Senior Staff Engineer/Geologist/Environmental Scientist Staff Engineer/Geologist/Environmental Scientist Certified Site Surveillance Technician, Lead Sampling Technician* GISAnalyst Field Operations Manager Supervisory Technician* Nondestructive Examination Technician*, UT, MT, LP ACI Concrete Technician* Concrete/Asphalt Batch Plant Inspector* Special Inspector (Concrete, Masonry, Steel, Welding, and Fireprooiingf Senior Field/Laboratory Technician"' Field/Laboratory Technician* Technical Illustrator/CAD Operator Information Specialist Geotechnical/Environmental/Laboratory Assistant Data Processing, Technical Editing, or Reproduction Concrete Coring Equipment (includes one technician) X-Ray Fluorescence PID/FID Usage Anchor load test equipment (includes technician) Hand Auger Equipment Inclinometer Usage Vapor Emission Kits Level D Personal Protective Equipment (per person per day) Rebar Locator (Pachometer) Nuclear Density Gauge Usage Field Vehicle Usage Direct Project Expenses Laboratory testing, geophysical equipment, and other special equipment provided upon request. PSA 19-564CA $ 178 $ 178 $ 168 $ 163 $ 163 $ 156 $ 142 $ 126 $ 126 $ 116 $ 112 $ 98 $ 98 $ 98 $ 98 $ 98 $ 98 $ 98 $ 92 $ 78 $ 76 $ 68 $ 180/hr $ 300/day $ 140/day $ 97/hr $ 65/day $ 40/hr $ 40/kit $ 30/p/d $ 30/hr $ 15/hr $ 12/hr Cost plus 10 % For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday ccnstruction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal ccnstruction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 24 hours. Field Technician rates are based on a 4-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8- hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on acccunts not paid within 30 days. The terms and conditions of providing our consulting services include our limitation of liability and indemnities as presented in Ninyo & Moore's Work Authorization and Agreement. *Indicates rates that are based on Prevailing Wage Determination made by the State of California, Director of lnduS1rial Relations on a semiannual basis. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project. Ninyo & Moore I City of Cansbad Master Agreements I S02-01360 I June 12, 201 a 14 C11 PW November 27, 2018 Item #7 Page 68 of 274 SOILS Atterberg Limi1s, 04318, CT204 $ Califcmia Bearing Ratio (CBR), D 1883 $ Chloride and Sulfate Content. CT 4~7 & CT 422 $ Consolidatior, D 2435, CT 219 S Consolidatior., Hydro-Collapse only, D 2435 .......................................... S Conso!idation -T rne Rate, D 2435, CT 219 S Direct Shear-Remolded, D 3'.)80 S Direct Shear-U ndish;rbed, D 3080 S Durability Index, CT 229 S Expansion Index, D 4829, IBC 18-3 S Expansion Potental (Me':hod A;, D 4546 S Geofabric Tens:Je and Elongation Test, D 4632 S Hydraulic Cond:ictivity, D 5C84 S Hydrometer Analysis. D 422, CT 203 $ Moisture, Ash, & Organic Matter of Peat/Organic Sous $ Moisture Only, D 2216, CT 226 $ Mo·sture and Density, D 2937 $ Perneability, CH, D 2434, CT 220 $ pH and Resistivity, CT 643 $ Proctor Density 01557, D698, CT216,AASHTOT-180 $ Proctor Density with Rock Correction D 1557 $ R-value, D 2644. CT 301 $ Sand Equivalent, D 2419, CT 217 $ Sieve Analysis, D 422, CT 202 $ Sieve Analysis, 200 Wash, D 1140, CT 202 $ Specilic Gravity, D 854 $ Thermal Resistivity (ASTM 5334. IE::E 442) $ Triaxial Shear, C.D, D 4767, T 297 $ Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt $ Triaxial Shear, C.U., w/o pore pressure. D 4767, T2297 per pt $ Triaxial Shear, U.U., D 2850 $ Unconfined Compression, D 2166, T 2C8 $ MASONRY Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 $ Brick Compression Test, C 67 $ Brick Efflorescence, C 67 $ Brick Modulus of Rupture, C 67 $ Brick Moisture as received, C 67 $ Brick Saturation Coefficient, C 67 s Concreie Block Compression Test, 8x8x16, C 140 s Concrete Block Conformance Package, C 90 s Concrete Block Linear Shrinkage, C 426 s Conc~ete Block Untt Weight and Absorption, C 140 s Cores, Compression or Shear Bond, CA Code s Masonr1 Grout, 3x3x6 prism compression, C 39 s Masonr1 Mortar. 2x4 cylinder compression, C 109 s Masonrf Pris:n, half size, compression, C 1019 s Masonrf Pris:n, Full size. compression, C 1019 s REINFORCING AND STRUCTURAL STEEL Chemical Analysis, A 36, A 615 s Fireproofing Density Tes~ UBC 7-6 s Hardness Test, Roc",vel:, A 370 s High Strength Bolt, Nut & Washer Conformance, per assembly, A 325 s Mechanicaily Spliced Reinforcing Tensi,e Test, ACI s Pre-Stress Strand (7 wire), A 416 s Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 s Structural Steel Tens'le Test Up to 200,000 lbs. (rr.achining extra), A 370 s Welded Reinforcing Tensae Test Up to No, 11 bars. ACI s 170 550 175 300 150 75 350 300 175 190 17C 20C 35C 220 120 35 45 300 175 220 340 325 125 145 100 125 925 450 400 25C 180 130 70 55 55 50 45 6C 70 500 200 70 7C 45 35 12C 200 135 SC 70 150 175 170 6C BC 65 PSA 19-564CA CONCRETE Compression Tests, 6x~ 2 Cyllnder, C 39 Concrete Mix Design Review, Job Spec Concrete Mix Design, perTr:al Batch, 6 cylinder, ACI Concrete Cores, Compression (excludes sampling), C42 Drying Shrinkage, C 157 Flexural Test, C 78 Flexural Test. C 293 Flexural Test, CT 523 GunkeiShotcrete, Panels, 3 cut cores per panel and test, ACI Jobske Testing Laboratory ~ightweight Concrete FiU, Compress'on, C 495 0etrograph'c Analysis, C 856 ".estrained Expansion of Shrinkage Compersation Splitting Tensile Strength, C 496 3x6 Grout. {CLSM), C 39 2x2x2 Non-Shrink Grout, C 109 ASPHALT CONCRETE $ 30 $ 180 $ SSC· S 6C S 40C S 75 $ 75 S 85 S 275 Quote S 50 S 2,'.lOO $ 450 $ 100 $ 45 $ 45 Air Voids, T 269 $ 75 Asphalt Mix Design, Caltrans (incl. Aggregate Quality; $4,500 Asphalt Mix Design Review, Job Spec $ 1 BO Dust Proportioning, CTLP-4 $ 75 Extraction,% Asphalt, including Gradation, D 2172, CT 382 $ 250 Extraction,% Asphalt without Gradation, D 2172, CT 382 ........................ $ 150 Film Stripping, CT 302 $ 120 Hveem Stab;Jityand UnitWeightJ 156C, T246, CT36€ $ 225 Marshall Stability, Flow and Unit Weight, T 245 $ 240 Maximum Theoretical Unit Weight, D 2D41, CT 309 $ 150 Moisture Contenl CT 370 $ 85 Moisture SusceptJbflity and Tensile Stress Ratio, T 238, CT 371 $ 1,000 SlurryWetTrackAbrasion, D 3910 $ 150 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) $ 4,900 Superpave, Gyratory Unit \Nt. T 312 $ 100 Superpave, Hamburg Wheel, 2C,OOO passes, T 324 $1,000 Unit Weight sample or core, D 2726, CT308 $ 1QO Voids in Mineral Aggregate, (VMA) c-;-LP-2 $ 75 Voids filled with Asphalt, 0/FA) CT LP-3 $ 75 Wax Density, D 1188 $ 100 AGGREGATES Clay Lumps a~d Friable Particles, C 142 Cleanness Value, CT 227 Crushed Particles, CT 205 Durability, Coarse or Fine, CT 229 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 9at and Elongated Particle, D 4791 Lightweight Particles, C 123 Los Angeles Abrasion, C '.31 or C 535 Material Finerthan No. 200 Sieve by Washing, C 117 Organic Impurities, C 40 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 Potential Alkali Reactivity, Mortar Bar Method. Fine, C 1260 Potential Reactivfy of Ag3rega\e (Cherr,icai Metr.od), C 289 Sand Equivalent. T 176, CT 217 Sieve Analysis, Coarse Aggregate, T 27, C 136 Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 Sodium Sulfa:e Soundness, C 88 Specific Gravity and Absorption. Coarse. C 127, CT 206 Specific Gravity and Absorption, Fine. C 128, CT 207 ROOFING Roofing Tie Absorption, (set of 5), C 67 Roofing Tile Strength Test, (set of 5), C ff7 $ 180 $ 180 $ 175 S 205 S 180 S 220 $ 180 S 200 S 90 S 90 S 1,250 S 950 S 475 S 125 S 120 $ 145 S 450 S 115 S 175 S 250 $ 250 Special preparation of standard test specimens will be charged at the technician's hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. Ninyo & Moore I c;ty of Carlsbad Mas:er Agreements I S02-0136C ) June 12, 2018 C11 PW 15 November 27, 2018 Item #7 Page 69 of 274 PSA 19-564CA SAN DH~GO NATURAL HISTORY MUSEUM EXHIBIT B-SDNHM RATE SCHEDULE NAME TITLE Thomas Demere Project Director/Principle Investigator Rodney Hubscher Field Manager Katherine McComas Report Writer Staff Paleontological Field Monitor Staff Collections Manager Staff Screenwashing & Floating Staff Fossil Preparator Staff Curatorial Assistant Staff Record Search Melissa Soetaert Contract Administrator the P.O. BOX 121 390, SAN Dl!:GO, CA 92112-1390 SDNAT.ORG P 619.232.3821 c 619.232.02A8 16 HOURLY RATE $130.00 $90.00 $85.00 $56.00 $60.00 $60.00 $56.00 $56.00 $85.00 $65.00 November 27, 2018 Item #7 Page 70 of 274 PSA 19-564CA EXHIBIT 8-SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME 1. Joe Engineer 2. Mary Manager 3. Dora Designer 4. 5. 9. 10. SUB-CONSULTANTS NAME[FIRM l. Doug Mengers / PanGIS, Inc 2. 3. 9. 10. EXPENSES DESCRIPTION 1. Mileage 2. Copy services 3. 4. 5. Master Agreement Consulting Services TITLE Principal Project Manager Design Engineer TITLE Senior Historian COST I : $X.XX / mile $X.XX I page 14 of 24 17 HOURLY RATE ! $XXX.XX $XXX.XX $XXX.XX HOURLY RATE $95.00 % MARKUP XX% XX% Request for Qualificatior. RFQ No.18-05 November 27, 2018 Item #7 Page 71 of 274 HELIENV-02 LYNNA AC-ORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYYI ~ 3/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 22~iAcT Betty Gomez IOA Insurance Services iA~g,NJo, Ext): (858) 754-0062 50232 rFAX 4370 La Jolla Village Drive (A/C, Nol:(619) 574-6288 Suite 600 ~~ss, Betty.Gomez@ioausa.com ---~~------San Diego, CA 92122 1...-----------INSURER(S) AFFORDING COVERAGE ---. NAIC# ----- ---·--- - INSURER A: Admiral Insurance Com~an)I' ----24856 --- INSURED INSURER!l"_Travelers Casualty Insurance Company of Americ.i __ 19046 Helix Environmental Planning, Inc. INSURER C: ---- 7578 El Cajon Blvd., Ste. 200 INSURER D: La Mesa, CA 91942 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED_ NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES_ LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS_ -- 1r1: TYPE OF INSURANCE ~~p~ ~~~J POLICY NUMBER POLICY EFF POLl<:;_YEXP LIMITS A~ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 j D CLAIMS-MADE CR] OCCUR X FEI-ECC-13581-05 04/01/2018 04/01/2019 ~~~tiinE~~~lEr?0 nce \ $ 50,000 -- X Cont Liab/Sev of Int MED EXP 'An" _o_r}~erson\ $ 10,000 -X Contractor Pollution PERSONAL & ADV INJURY $ 1,000,000 ------ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 -1 POLICY CR] j'tff • LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: Deductible $ 5,000 B ~TOMOBILE LIABILITY I fE~~~~~~~?NGLE LIMIT $ 1,000,000 X ANY AUTO 810-7K33549-TCT-18 I 04/01/2018 04/01/2019 BODILY INJURY /Per •erson) $ -OWNED -SCHEDULED ' AUTOS ONLY AUTOS I BODILY INJURY /Per accident) $ -- I HIRED NON-OWNED fp~?~[c\'cJ~t?AMAGE $ -AUTOS ONLY -AUTOS ONLY X rif'6'8oDed X Coll Ded .. $1,000 $ A UMBRELLA LIAB ~ OCCUR ! EACH OCCURRENCE $ 5,000,000 -' X ' EXCESS LIAB CLAIMS-MADE I FEI-EXS-13582-05 04/01/2018 04/01/2019 , 5,000,000 I AGGREGATE $ OED I X I RETENTION$ 0 I $ WORKERS COMPENSATION I I I PER I I OTH- AND EMPLOYERS' LIABILITY ! STATIITE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE • NIAi EL EACH ACC::IQ!::NT $ OFFICER/MEMBER EXCLUDED? ------ (Mandatory in NH) I EL DISEASE -EA EMPLOYEE $ 1 If yes, describe under I DESCRIPTION OF OPERATIONS below i EL DISEASE -POLICY LIMIT $ A Prof Liab/Clm Made FEI-ECC-13581-05 04/01/2018 04/01/2019 Limit 1,000,000 A Ded.: $10K Per Claim FEI-ECC-13581-05 04/01/2018 04/01/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES ;:CORD 101, Additional Remarks Schedule, may be attached if more space Is required) The Excess Liability policy follows form to the eneral Liability, Contractors Pollution Liability, Professional L1abihty, Auto Liability and Employers Liability. Re: All Operations City of Carlsbad is Additional Insured with respect to General Liability Liability per the attached endorsements as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad/CMWD AUTHORIZED REPRESENTATIVE c/o EXIGIS Insurance Compliance Services (\c-:4? P .0. Box 4668 -ECM #35050 Ir.,,,1"'h"rl r.1,, Q?nn11 .--'--' ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD November 27, 2018 Item #7 Page 72 of 274 ADM/Rf.flj,, 1-,el/x Environmental Planning inc. Endorsement Number: 31 Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization Thi, e11dOh<'lllcllt. dfc'1.'tiw • I 2018 attach<''> to ;md fornb n pert of Policy Number FEI-FCC-13~81-0~. Tlus c11d01s,:,mc11t changes 1he Policy. Plcn~c read 11 c,m~litll) In consideration of an ndditional premium of $Applied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Per~on(s) Or Orgnniwlion(s}: Loc1ltio11(~1 Ol'Covc1·od Op(l1·ntio11~ Any person(s) or organization(s) whom the Named Insured Those project locations where this agrees, in a written contn1ct, to name ns an additional insured. endorsement is required by contract. However, this status exists only for the project specified in that contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 2010 0413 A. Section 11 -Who Is t\.n Insured is amended to include as an additional insured the person(s) or OJ'ganization(s) shown in tl1e Schedule, but only with respect to liability for "bodily injury", "prope1ty damage" or "personal and 11dvo11ifliug injury" c:,uijod, in whole or in pnrt, by: 1. Your acts or omisi;ions; or 2. The acts or omissions of those acting on youi-behalf; in the performance of your ongoing operationa for tho 11dditionnl i.n~urod(6) at the location(8) <lesignal<.:d above. However: 1. The insurance afforded to such additional insurnd only applie6 to the extent pe1mitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you at'e required by the contract or agreement to provide for 1mch additional insured. B. With respect to the insurance .ifforded to thei;e additional insureds, the following additional exclusions apply: (<:} ISO Propc11ics, Inc. November 27, 2018 Item #7 Page 73 of 274 ADMIRA~' CG 2010 0413 Helix Environmental Planning Inc. Endorsement Number: 31 This insurance docs not apply to "bodily injury" or "property damage" occuning after: 1. All work., induding materials, pa11s or equipment furnished in cormectiou with such work, on the project ( other than service, maintenance or repair~) to be performed by or on behalf of !lie .1dditional insured(s) at the location of the covered operations ha~ been completed; or 2. Th;it portion of "your woi·k" oHI of whid1 tlrn injury N' clamag,; :irise~ h.i;. been put to its intended use by any person or organization othcl' than another contrnctor or snhcontrnctor engaged in performing operntions for a principal as a part of the same project. C. With respe(;.t k1 the imurnnce ,1f)'ol'(led to lhe.~e ~ddilional imureds, the following is added to Section III • Limits Of Insurance: If coverage provided to the additional insured is required by a contrnct or agreement, the most we will pay on behalf of the additional insured is the Ml1Clllllt 0f it1Rll1'/l l\t'W 1. Required by the contract 0r agreement; or 2. Available under the applicable Limits ofinsurance shown in the Declarations; whidiev~r i~ le~!< This endorsement slrnll not increase the applicable T ,imits of Insurance shown in the Dccl..rations. rt:, ISO P10pe11ies, Jue. November 27, 2018 Item #7 Page 74 of 274 Helix Environmental Planning me. Endorsement Number: 5 Additional Insured -Owners, Lessees or Contractors - Completed Operations Thi, endorsement. d'lectiw • · 1-2018 mrnche, to ,md fonns a part ol Policy :\'umber FEI-ECC-U581-05. Thi, endorsement chanf(es the Policy. Please read it carefolly. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COMMERCIAL GENJ.i:IUL LIABILITY COVERAGE PART SCHEDULE Name Of Addlt!onal lnsure1I Per.rnn(s) Loc11tion And Dc~cl'iptlon Of Com11leted Or Or,:xa11bl\tlot1(t): Op.-1·acion• Any person(s) or organization(s) whom the Named Insured Those project klca!ions where this ogroo:;, inn written controct, to nnme Oil on additional in.~ured. cndornement is required b)' contract. Efowevcr, this status exist~ only for the proj cct specified in that contract. 1!1forma(ion re<mired lo complete this Sched11le. if not shown above, will be shown in the Declarn1iolls. co 20 37 07 04 Section II -Who Is An Insured is amended to include as an additional insured the person(s) or org1mi.z11tion(s) shown in the Schedule, but only with rcspccl lo liability for "bodily injury" 0t' "pwperty damaae" ca.used, in whole or iii p,111, by "your work" at the loc.1tion dcsigt1akd and described in U1c schedule of this endorsement performed for tlrnt additiou11l insured and included in the "products- completed operations hazard". ® ISO Prope1ties, Inc,, 2004 November 27, 2018 Item #7 Page 75 of 274 Heltx Environmental Planning Inc. Automatic Additional Insured -Owners, Lessees or Contractors ECC-319-0712 Thi~ C"udor~emeul. dTel'liw .J.'[.'1018 atl~dte~ lo and fonm ,1 part of Poliey Number FEI-ECC-13581-05. This enclor,ement changes the Policy. Plea,e read it carefully. In consideration of an additional premium of $Applied. this endorsement modifies insurance provided unde.r the following: COM!\IIERCIAL GENERl\L LIABILITV COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Pt}l'Son or Ol'g::mization: Any person(s) or organization(s) whom the Named insured aglees, in a written contract, to name as an additional insured. However, this status exists only for the project specified in that contract. The person or organization shown in this Schedule is included as an insured, but only with respect to that person's or organization's vicarious liability arising out of your ongoing operations performed fot that insured. November 27, 2018 Item #7 Page 76 of 274 ECC-548-0317 Helix Environmental Planning Inc. Endorsement Number: 16 Automatic Primary and Non-Contributory Insurance Endorsement Designated Work Or Project(s) This eudor~ement. dfoctin· ,f, J/2018 a1tach<:'f> to 11nd fonm il pat1 of Policy Number FEI-ECC-13581-05. This enclorscment changes the Policy. Please read it carefnlly. TI1is endorsement modifies insurance provided under the Coven1ge Part(s) indicated below: SCHEDUT,E Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contracl. to provide Primary an,Vor Non-contributory status of this insurance. However, thi..~ status exists only for the project specified in that contract. In consideration of an additiona I premium of t:\m:>Ji~l and notwithstanding anything cont.iinecl in this policy to the contrary, it is hereby agreed that this policy shall be considered primary to any similar irnrnrance hdd by third parties in respect to ,vork performed by you under any written contractual agrnement with such third party. ft is further agreed that any other insurance which the pcrson(s) or organiwtion(s) named in the schedule may have is excess and non- contributory to this insurance. November 27, 2018 Item #7 Page 77 of 274 Hellx Environmental Planning Inc. Endorsement Number: 19 Automatic Waiver of Subrogation Endorsement This eudorselll<'IIL effrl'liYt' 4, L-20lS ,l!tm:hes to nm! fonus n pm·I of Policy Nmnb<"r FEI-ECC-1.,581-0:i. Thi~ endorsemcur change, the Policy. Plen,~ read it carefully. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGJ!'. PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person(i;) or org:inization(R) to whom the Nc,mad Im·ured ngl'e~, in a written contract, to provide a waiver of subrogation. However, this statti~ exist1-; only for the project $pccified in thal contract. 1he Company waives any right of recovery it may have against the 1,erson or organization r;hown in the above Schedule because of payments the Company makes for irtjul'y or damage arising out oftl,e insured's work done under a contract witlt that person or organization. The waiver applies only to the person or ol'ganization in the above Schedule. Under no circumstances shall this endorsement act to extend the policy period, drnnge tl1e scope of coverage or increase the Aggregate Limits oflnsurnnce shown in the Declarations. November 27, 2018 Item #7 Page 78 of 274 Client#· 439408 HELIXENVIR1 ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 10/04/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ------·-·-----------IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER tli'~~A'-'' Joyce Flores Marsh & McLennan Agency LLC WS"Ifo Ext): 858=587-7546 --· I f,5~ Nol: 858-210-3932 -- Marsh & Mclennan Ins. Agency LLC f~D~~ss, Joyce.Flores@marshmma.com PO Box 85638 INSURER(S) AFFORDING COVERAGE NAIC# San Diego, CA 92186 -.. INSURER A : Travelers Property Casualty Co of Amer 25674 -------~---· -------- INSURED INSURER B: HELIX Environmental Planning, Inc. INSURER C: 7578 El Cajon Boulevard, Suite 200 INSURER D: La Mesa, CA 91942 ----------------- ~U_R_l:_RE: ---------------- INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMM/DDNYYYI IMM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -=:J CLAIMS-MADE • OCCUR ~~~~~H?E~~~JJ~ncel $ MED EXP (Any one person) $ ---. PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER ,_<,__E_NERAL_AGGREGATE $ Fl •PRO-•LOC POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER $ ·-· COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY /Ea accident\ $ ~ ANY AUTO BODILY INJURY (Per person) $ f--OWNED ~ SCHEDULED I AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ f--f--I HIRED NON-OWNED I ! PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY I /Per accident) f--f-- $ --- I ---------------1-------- UMBRELLA LIAB H OCCUR I i EACH OCCURRENCE $ f-----------·--- EXCESS LIAB CLAIMS-MADE I AGGREGATE $ DED I I RETENTION$ I $ ---- --------------------------... A WORKERS COMPENSATION X UB3K1683401826G p4I01I2018 04/01/2019 }(_ I ~~~TIITS I l~JH- AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE~ E L EACH ACCIDENT $1 000 000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E L DISEASE -EA EMPLOYEE $1 000 000 If yes, descnbe under I E L DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below I I i DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Waiver of Subrogation applies on workers' compensation per the attached. CERTIFICATE HOLDER CA NC ELLA TION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS, P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE I ~L---- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3722236/M3346170 WSJDF November 27, 2018 Item #7 Page 79 of 274 INSURED: HELIX Environmental Planning, Inc. POLICY#: UB3K1683401826G ..... TRAVELERSJ ONB TOWBR SQUARE HARTFORD, CT 06183 POLICY PERIOD: 04/01/2018 TO: 0410112019 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A)-001 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury ccvered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 02. 000 % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Schedule Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement ls Issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company Policy No. ST ASSIGN: Endorsement No. Premium Page 1 of 1 November 27, 2018 Item #7 Page 80 of 274 INSURED: HELIX Environmental Planning, Inc POLICY#: UB3K1683401826G POLICY PERIOD: 041011201s TO 0410112019 ...... TRAVELERSJ ONE: TOWER SQUARE aARTFORD, CT 06183 POLICY NUMtlE'R WORKERS COMPENSATION ANO EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 0611 ( A) NOTICE OF CANCELLATION Except for nun-payn,c:nl of µ,t:n,iurn by you, we agree that no c;:incellat1on or limitation of this policy shall become effective until the number of day's writte11 notice specitied in 1tom ;, ot the Schedule h<1s been mailed to you and to the person or orgarnzation designated in item 1 of the Schedule at the address indicated. Name: Address: SCHEDULE City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P O Box 4668 -ECM #35050 New York, NY 10163-4668 2. Numb€'r of Days WrittE>n Notice: 3 D .Additional Days This endorsement changes the policy to which it is attached cmd is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured lnsurnr.ce Cornpariy DATE OF ISSUE: Policy No. Endorsement No. Premium S Countersigned by _______________ _ ST ASSIGN: Page 1 of 1 November 27, 2018 Item #7 Page 81 of 274 MASTER AGREEMENT FOR FINANCIAL SERVICES CAROLLO ENGINEERS, INC. PSA 19-566CA THIS AGREEMENT is made and entered into as of the 2 ~ day of }\k:>. TfV\I\\.Q-e.X2--::: , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"}, and Carollo Engineers, Inc., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in financial services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to financial services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 November 27, 2018 Item #7 Page 82 of 274 PSA 19-566CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hu~dred fifty thousa_nd ($150,000) dollars per Agreement term. Fees will be paid on a project-by- proJect basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotmen~ (the "Ta~k Descri~tion") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every_ subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 November 27, 2018 Item #7 Page 83 of 274 PSA 19-566CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 November 27, 2018 Item #7 Page 84 of 274 PSA 19-566CA 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 November 27, 2018 Item #7 Page 85 of 274 PSA 19-566CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jennifer Ivey Title Project Manager 2700 Ygnacio Valley Road Address Suite 300 Walnut Creek, CA 94598 Phone No. 925-932-1710 Email jivey@carollo.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 November 27, 2018 Item #7 Page 86 of 274 PSA 19-566CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 November 27, 2018 Item #7 Page 87 of 274 PSA 19-566CA 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 November 27, 2018 Item #7 Page 88 of 274 PSA 19-566CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Carollo Engineers, Inc., a Delaware ration James A. Meyerhofer, Senior Vice (print name/title) Jeffrey Weishaar, Associate Vice President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY )(2Q)_ ~ "DeputyCityAttorney City Attorney Approved Version 6/12/18 8 November 27, 2018 Item #7 Page 89 of 274 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Cali~nia " · County of .::2.kf'I .V r 3'0 On CJtj-CJ~ zJo t lf) I J,-before me, ..__..>.....>LJL......=--c.-=-t-~ _ ___,__0_o_+--''----- (insert name and title of the offic personally appeared,c---,....;;...~-__:__::=~'---------"':::.......:i~----'--~>--------------~- who proved to me o t basis of satisfacto evidence o be the personfstwhose namefs) s/ re subscribed to the within instrument and acknowle~~~ to me that(§Lshe/they executed the me in ~er/their authorized capacit)4.ies), and that by ~er/their signature{a-} on the instrument the persoflfsj, or the entity upon behalf of which the person~cted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and ~\ A Signature __ )_\./ __ L ________ _ icial seal. r-.7. .... : -MARCIE. J~ FRANK 1 N . COMM.# 2225758 -t (.) x:,. . NOTARY PU8LIC•CAUPORNIAO 0 . SAN DIEGO COUNTY 0 r My Commlaalon Explrea i January 14, 2022 0 U # 4 U O O U O O O U Seal) November 27, 2018 Item #7 Page 90 of 274 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Call_.fQrnia }) County of JC. (!J LI PJiJ /, _ On 0 cJvl:i«: ~b , z.o/} before me, t--,i C<-.. L-t t ~ /::. 1 A,_} 0 ½? 'j)vt,;;. r (insert name and title of the officer) personally appeared 4--:::,,__,.---+-l--'.-------i~-UJ.::......,,e:_Ll-=-·=~~h-=--ll--=--~-='-----------------i~-- who proved to me on t e basis of s isfactory evidence to be the personfstwhose name{s i /are subscribed to the within instrument and acknowled~d to me that IQe~he/they executed the same in ,11is£J,ler/their authorized capacity(+e-5}, and that by~/their signafure'{s) on the instrument the Yerson'8t,-or the entity upon behalf of which the person(s,-ected, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 4 b----. {Seal) a o o ft o a o o * ft * 1 l@ MARCIE J. FRANK N ' ...... COMM.# 22257!56 -t (),-" ' NOTARY PUBLIC•CAUFORNIAOO () '· SAN DIEGO COUNTY I-My Commission Expires i l •. ~ .,, 0 .. .J•:,u•z , !· 2!!22. • November 27, 2018 Item #7 Page 91 of 274 Engineers ... Workmg Wonders With Water' CERTIFICATION This is to certify that the undersigned, Michael W. Barnes, as Corporate Secretary and General Counsel for Carollo Engineers, Inc., is authorized to state and certify: That by corporate policy approved by the Board of Directors on 02/07/2011, James A. Meyerhofer, Senior Vice President, and Jeffrey A. Weishaar, Associate Vice President, are authorized to execute engineering service agreements for the usual and customary engineering business of the company. Dated: October 25, 2018 -----'---- /l!l __ __ Michael W. Barnes Corporate Secretary & General Counsel November 27, 2018 Item #7 Page 92 of 274 PSA 19-566CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of financial services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment apportionments B. Economic analysis C. Feasibility studies D. Grant writing E. Rate studies F. Reimbursement payment request audits G. Special district formation studies and engineering reports Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 November 27, 2018 Item #7 Page 93 of 274 Carollo Engineers, Inc., Financial Management Group 2018-2020 Billing Rate Schedule EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1. Jennifer Ivey Vice President 2. TDB Associate Vice President 3. Pierce Rossum Associate 4. Alexander Bugbee Senior Analyst 5. Mark Panny, Kevin Tice Lead Analyst 6. Bridgette Bennett, Kim Lightner Analyst 7. TBD Administrative SUB-CONSULTANTS NAME[FIRM TITLE 1. 2. 3. 9. 10. EXPENSES DESCRIPTION COST 1. 2. 3. 4. 5. HOURLY RATE $290 $250 $210 $180 $165 $145 $115 HOURLY RATE %MARKUP PSA 19-566CA Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 10 November 27, 2018 Item #7 Page 94 of 274 MASTER AGREEMENT FOR FINANCIAL SERVICES WILLDAN FINANCIAL SERVICES PSA 19-569CA THIS AG~EEMENT is made and entered into as of the '2.B~ day of 3)jO\r( Y'\,~ , 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Willdan Financial Services, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in financial services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to financial services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 95 of 274 PSA 19-569CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 96 of 274 PSA 19-569CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 97 of 274 PSA 19-569CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 98 of 274 PSA 19-569CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Robert Quaid Title Project Manager Address 27368 Via lndustria, Suite 200 -----------'------ Phone Email Te me cu I a, CA 92590 951-587-3500 Bquaid@Willdan.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [g] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 99 of 274 PSA 19-569CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 100 of 274 PSA 19-569CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 101 of 274 PSA 19-569CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _ _.:8=th ______ day of __ O..._ct=o=be=r ______ , 2018. CONTRACTOR Willdan Financial Services, a California corporation By: Mark Risco. President (print name/title) (sign here) Rebekah Smith, Assistant Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of ~;~ls~a#~ ~Matt Hall, President If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 102 of 274 PSA 19-569CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment Apportionments B. Economic Analysis C. Feasibility Studies D. Grant Writing E. Rate Studies F. Reimbursement Payment Request Audits G. Special District Formation Studies/ Engineering Reports Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 103 of 274 City of Carlsbad PSA 19-569CA Rate Schedule The following presents Willdan's current hourly rates. These rates shall remain firm for the entire duration of the three (3)-year agreement term. Willdan will not require the assistance of a subconsultant in order to complete the Financial Services identified herein. Name Chris Fisher James Edison Jim McGuire Robert Quaid, CPA Stacee Reynolds Susana Hernandez Mike Medve Description Mileage Copy Services Postage Travel Expenses Maps Electronic data provided from the County and/or other applicable resources _.. A. / COMPREHENSIVE. ~ INNOVATIVE. TRUSTED. STAFF Title Hourly Rate Vice President, Group Manager $250.00 Managing Principal $240.00 Principal Consultant $200.00 Principal Consultant $200.00 Senior Project Manager $165.00 Project Manager $145.00 Project Manager $165.00 Senior Analyst $125.00 Analyst $110.00 EXPENSES Cost % Markup Current prevailing federal rate None 6¢ per copy None Actual cost None Actual cost None Actual cost None Actual cost None 10 Master Agreement Consulting Services Statement of Qualifications to Provide Financial Services November 27, 2018 Item #7 Page 104 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California::? • County of Jj1__'t/tA1dv On~J0'--1-,,/gl,L_/.l~Z/1-f----'""'A_ I r I Date who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············f ... ~ NANCY CASTELLANOS :@. Notary Public -California z i Riverside County ~ .. Commission # 2217170 - My Comm. Expires Oct 7. 2021 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ___________________________ _ Document Date: __________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: _____________ _ • Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 105 of 274 PSA 19-572CA MASTER AGREEMENT FOR GEOTECHNICAL SERVICES NINYO & MOORE GEOTECHNICAL AND ENVIRONMENTAL SCIENCES CONSULTANTS THIS AGREEMENT is made and entered into as of the ~ day of NQ\.t(VV\~. 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in geotechnical services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to geotechnical services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 106 of 274 PSA 19-572CA 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. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 107 of 274 PSA 19-572CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 108 of 274 PSA 19-572CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 109 of 274 PSA 19-572CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Jeffrey T. Kent Title Project Manager Address 5710 Ruffin Road Phone Email -------------San Diego, CA 92123 858-576-1000 jkent@ninyoandmoore.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 110 of 274 PSA 19-572CA parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTSAG~NSTCONTINGENTFEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 111 of 274 PSA 19-572CA a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill /II Ill /II /II Ill /II Ill /II 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 112 of 274 PSA 19-572CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a California corporation By~~~ (sign her~ Avram Ninyo, PE, GE / President (print name/title) By: (sign here) Elaine 0. Autus / Assistant Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad ILi!tJ By:~ Matt Hall, President ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By)QQ J ~ DeputycifueralCosel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 113 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of~Q/) Di eJ D On IO / 8 JI~ before me. [)(Y)/)a /Y/qdr1)/2 ~, .;1/obr~ Publt_e,, Date Here Insert Name and Title of'tl'ie Officer personally appeared -~-----'-//_r._a_/J.1------'----_,{/,---=-_) r1_9-=o_u----'-l}_;_ql ____ £--'----ICt---=-----in--<---=e~o'----'.'----LA-u.-<--=~fu---=->...,,_,__ ___ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Public ----------------oPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ C-1 Corporate Officer -Title(s): ______ _ [_J Corporate Officer -Title(s): ______ _ =: Partner -C! Limited • General • Partner -• Limited • General Cl Individual 17 Attorney in Fact • Individual fl Attorney in Fact • Trustee [J Guardian or Conservator • Trustee l l Guardian or Conservator Cl Other: _____________ _ • Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ ~'Y<;.,__~~~~'g;,~~~~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 114 of 274 PSA 19-572CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of geotechnical services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Geotechnical Investigations B. Hazardous Material Evaluations C. Materials Testing Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 115 of 274 Exhibit B STAFF - 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. I 34. Master Agreement Rate Schedule Prices valid through December 1, 2021 ------;--·-~---------~,....,.-~ ------- Na'me T'itte ' Jeffrey T. Kent Principal Engineer Gregory Farrand Principal Geologist Kenneth Mansir, Jr. Principal Engineer Mark Cuthbert Principal Engineer Ronald Halbert Principal Engineer Steve Beck Principal Environmental Geologist Stephen Waide Principal Environmental Scientist William Morrison Senior Engineer Madan Chirumalla Senior Engineer Todd Schmitz Senior Project Geologist Nicolas Carpenter Senior Project Environmental Scientist Kai Vedenoja Senior Project Engineer Christina Tretinjak Senior Project Geologist Gabriel Smith Project Engineer Nissa Morton Project Geologist Brian Matusek Senior Staff Geologist Peter Nowicki Special Inspector Mitch Clements Special Inspector Julio Guzman Special Inspector/Field Technician Timothy Timmerman Special Inspector/Field Technician Daniel Lindsay Special Inspector/Field Technician Mike Laurenzano Special Inspector/Field Technician Patrick Simmons Special Inspector/Field Technician Eric Bryan Field Technician James Contino Field Technician Mark Maccarthy Field Technician Mario Palacios Field Technician Bryan Johnson Field Technician Zachary Hansen Field Technician Alex Gutierrez Field Technician Darin Vojtaskovic Laboratory Technician Shawn Spencer Laboratory Technician Aaron Frederick Laboratory Technician Alfredo Tapia Laboratory Technician Subcontractor and Expense See attached laboratory fees Pertest See attached other charges Per attached PSA19-572CA ---------, Ho\!M::ly Rate! $178.00 $178.0 $178.00 $178.00 $178.00 ' $178.00 $178.00 $168.0( $168.00 $163.0 $163.00 $163.00 $163.00I $156.00 $156.00 $142.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.00 $98.0( $98.00 $98.0( $98.00 $98.00 $98.0C $98.00 $98.00 $98.0( $98.00 $98.0( $98.00 For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday construction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal construction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 24 hours. Field Technician rates are based on a 4-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8-hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on accounts not paid within 30 days. Ninyo & Moore I City of Carlsbad Discipline No. 10: Geotechnical Services RFQ 18-05 I P02-01338 ! June 22, 2011 C11 PW 10 November 27, 2018 Item #7 Page 116 of 274 PSA 19-572CA 2018 Schedule of Fees for Laboratory Testing --~---~-----,,-----·---~-------------~- t.aoorato,y Test; Test pes~n~iand Prie;e Per.· Test . SOILS CONCRETE Atle!berg Lmts, 0 4318, CT 204 $ 170 Compression Tests, 6x12 Cylinder, C 39 $ 30 California Beamg Ratio (CBR), D 1883 $ 550 Concrete Mx Design Review, Job Spec $ 180 Chloride and Sulfate Cmtent, CT 417 & CT 422 $ 175 Conaete Mx Design, perTrtal Ba11:h, 6 cyinder, ACI $ 850 Consoidation, D 2435, CT 219 $ 300 Conaete Cares, Compression (exdudes sampli'lg), C 42 $ 60 Consoidation, Hydro-CoDapse only, D 2435 ·········-··· ............................. $ 150 Drying Shrinkage, C 157 $ 400 Consolidation -lime Rate, D 2435, CT 219 $ 75 Flexural Test, C 78 $ 75 Direct Shear -Remolded, D 3080 $ 350 Flexural Test, C 293 $ 75 Direct Shear-Undisturbed, D 3080 $ 300 ~~~CTill $ ~ Durabiity Index, CT 229 $ 175 Gunite/Shotcrete, Paiels, 3 cut cores per panel and test ACI $ 275 Expansion Index, D 4829, IBC 18-3 $ 190 Jobsite Testing Laboratory Quote Expansion Potential (Method A), D 4546 $ 170 lightwejJht Concrete Fill, Compression, C 495 $ 50 Geotabric Tensile and Elongation Test, D 4632 $ 200 Petrographic Analysis, C 856 $ 2,000 Hydraulic ConductivHy, D 5084 $ 350 Restrained Expansion of Shrinkage Compensation $ 450 Hydrometer Analysis, D 422, CT 203 $ 220 Spitting Tensile Strength, C 496 $ 100 Moisture, Ash, & Olganic Matier of Peal/Organic Soils $ 120 3x6 Grou~ (CLSM), C 39 $ 45 Mois11Jre Only, D 2216, CT 226 $ 35 2x2x2 Non-Shrink Grout, C 109 $ 45 Moisture and Density, D 2937 $ 45 Permeabiily, CH, D 2434, CT 220 $ 300 ASPHALT CONCRETE pH and Resistivity, CT 643 $ 175 Air Voids, T 269 $ 75 ProctorDensityD1557,D698,CT216,MSHTOT-180 $ 220 Asphalt M'ix Design, Caltrans [ncl. Aggregate Quaily) $ 4,500 Proctor Density with Rock Correction D 1557 $ 340 Asphalt Mix Design Review, Job Spec $ 180 R-vakle, D 2844, CT 301 $ 325 Dust Proportiorjng, CTLP-4 $ 75 Sand Equivalent, D 2419, CT 217 $ 125 Extraction, %Asphal~ including Gradaion, D2172, CT 382 $ 250 Sieve Anaysis, D 422, CT 202 $ 145 Extracifon, %Asphalt without Gradation, D 2172, CT 382 .• _ .... ,_ ...... -..... $ 150 SieveAnaysis, 200 Wash, D 1140, CT202 $ 100 Fdm Strip~ng, CT 302 $ 120 Specific Gravity, D 854 $ 125 Hveem Stabiily and UnitWeightD 1560, T 246, CT 366 $ 225 Thermal ResistivHy (ASTM 5334, IEEE 442) $ 925 Marshall Stability, Flow and Un~ Weight T 245 $ 240 Triaxial Shear, C.D, D 4767, T 297 $ 450 Maximum Theoretical Unit Weight, D 2041, CT 309 $ 150 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt $ 400 Moisture Content, CT 370 $ 85 T riaxial Shear, C.U., w/o pae pressure, D 4767, T 2297 per IX $ 250 Moisture SusceptibQity and Tensile Stress Ratio, T 238, CT 371 $ 1,000 Triaxial Shear, U.U., D 2850 $ 180 Slurry Wet Track Abrasion, D 3910 $ 150 Unconfined Compression, D 2166, T 208 $ 130 Sl.4>erpave, Asphalt Mht Verification [111cl. Aggregate Quality) $ 4,900 Superpave, Gyratory Unit wt, T 312 $ 100 MASONRY Superpave, Hani>urg Wheel, 20,000 passes, T 324 $ 1,000 Brick Absorption, 24-hoursubmersion, 5-hrboiing, 74;ry, C 67 $ 70 Unit Weight sample or core, D 2726, CT 308 $ 11JO Brick Compression Test, C 67 $ 55 Voids in f-Jineral Aggregate, (VMA) CT LP-2 $ 75 Brick Efflorescence, C 67 $ 55 Voids filled with Asphat, 0/FA) CT LP-3 $ 75 Brick Modulus of Rupture, C 67 $ 50 Wax DensHy, D 1186 $ 100 Brick Moisture as recewed, C 67 $ 45 Brick Sall.ration Coefficien~ C 67 $ 60 AGGREGATES Conaete Block Compression Test, 8x&16, C 140 $ 70 Clay Lumps and Friable Particles, C 142 $ 180 Concrete Block Conformance Package, C 90 $ 500 aeanness Value, CT 227 $ 180 Concrete Block Linear Shrinkage, C 426 $ 200 Crushed Partides, CT 205 $ 175 Concrete Block Unit Weight and Absorption, C 140 $ 70 Dt.rabflty, Coarse or F111e, CT 229 $ 205 Cores, Compression or Shear Bond, CA Code $ 70 Fine AggregateAngularity,ASTM C 1252, T 304, CT 234 $ 180 Masonry Grou~ 3x3x6 prism compression, C 39 $ 45 Flat and Bongated Particle, D 4791 $ 220 Masonry Mortar, 2x4 cyinder compression, C 109 $ 35 Lightweight Particles, C 123 $ 180 Masonry Prism, haff size, compression, C 1019 $ 120 Los Angeles Abrasion, C 131 or C 535 $ 200 Masonry Prism, Ful size, compression, C 1019 $ 200 Malarial Rnerthan No. 200 Sieve by Washing, C 117 $ 90 Orgaiic Impurities, C 40 $ 90 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Melhod, Coarse, C 1260 $1,250 Chemical Analysis, A 36, A 615 $ 135 Potential Alkali Reactivity, Mortar Bar Method, Rne, C 1260 $ 950 Fireproofing Densily Test, UBC Hi $ 60 Potential Reactivity of Aggregate (Chemical Method), C 289 $ 475 Hardness Test, Rockwel, A 370 $ 70 Sand Equivalent T 176, CT 217 $ 125 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Coarse Aggregate, T 27, C 136 $ 120 per assembly, A 325 $ 150 Sieve Analysis, Fine Aggregate Onduding wash), T 27, C 136 $ 145 Mechanicaly Spliced Rei'lforcing TenSlle Test, ACI $ 175 Sodium Sulfate Soundness, C 88 $ 450 Pre-Stress Straid (7 wi'e), A 416 $ 170 Specific Gravity and Absorption, Coarae, C 127, CT206 $ 115 ReinforcingTensileorBenduptoNo.11,A615& A 706 $ 60 Specific Gravity and Absorption, Fine, C 128, CT 207 $ 175 Structural Slee! Tensile Test Up to 200,000 lbs. (machi'ling extra), A 370 $ 80 ROOFING Welded Reinforcing Tensile Test Up to No. 11 bars, ACI $ 65 Roofing TIie Absorption, (set of 5), C 67 $ 250 Roofing TIie Strength Test, (set of 5), C 67 $ 250 Special preparation of standard test spedmens w,lJ be chaiyed at the technician's hourly rate. Ninyo & Moore is accredited 1o perform the MSHTO equivalent of many ASTM test procedures. Ninyo & Moore I City of Carlsbad Discipline No. 10: Geotechnical Services RFQ 18-05 I P02-Q1338 J June 22, 2011 C11 PW 11 November 27, 2018 Item #7 Page 117 of 274 MASTER AGREEMENT FOR GEOTECHNICAL SERVICES TWINING CONSUL TING, INC. PSA 19-573CA THIS AGREEMENT is made and entered into as of the 23th day of "-JOJfftV)\:;:2.e(2..:<2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Twining Consulting, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in geotechnical services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to geotechnical services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 118 of 274 PSA19-573CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 119 of 274 PSA 19-573CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 120 of 274 PSA 19-573CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 121 of 274 PSA 19-573CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Benito Caban Title Project Manager Address _1_8_0_1_1_S_k~y_P_a_r_k_C_ir_c_le~, _S_u_ite_J __ Irvine, CA 92614 Phone Email 858-385-1711 bcaban@twiningconsulting.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 122 of 274 PSA 19-573CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 123 of 274 PSA 19-573CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 124 of 274 PSA 19-573CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this #7 CONTRACTOR Twining Consulting, Inc., a California corporation day of __ O~c-b~-b~if ____ , 2018. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of ~ Carlsbad /!h By~~ By ~ (sign here) _ _ ", _ ~all, President c_ v,,e.f" O~,c-.... , "''.::) D\='\°-'C..C, ~e.t'\ \ \-o c~"--"" ' c\,\.~c, f-f,~c.-,,'\ on=-,=·- (print name/title) ATTEST: By: (sign here) (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: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 125 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ~:o:o:o:o:o:o:o:o:o:o:o:o:o:o:o:o:o:o:o:o:~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of _ ___,Qe....:.'(---><()...:....\t\---'---+~ ---=e,'---------- On Oc\-ulou--\Ji ,?D\g before me, Mc\v\SI°'. Pron t\J\O\t\f!VtU!vO} Nan~ Date Here Insert Name and Title oNhe Officer personally appeared __ _,,Bc::..__:;__tV\--'-~-n _ ____;:_(_0v_,VJ'-O..,_V\ _______________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature WA J\J~CJ.~ \., Signature of Not~;;bli OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Doc\!~ent Title or Type of Document: _IV~\OS~t~L_Y __ ~-+\'~t_-t~V\t\.~l~~~±...___./~P ~S~A:~\ g+--_5_1_3_C_A ___ _ Document Date: lo\ \1 \ >o \ <i5 NumberofPages:~1_7 __ _ Signer(s) Other Than Named Above:---=============------------ Capacity(ies) Claimed py Signer(s) Signer's Name: !')Q,Y\l tu ( (UQ{},.,Y'\ isr'Corporate Officer -Title(s): _.._.C~O~O~---- D Partner -• Limited • General D Individual D Attorney in Fact • Trustee • Guardian of Conservator D Other: Sigper is Representing: r,~J\V\\.,~ (K)r,SLdn~ I J...Y\C, J ©2017 National Notary Association Signer's Name: D Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian of Conservator D Other: Signer is Representing: _________ _ November 27, 2018 Item #7 Page 126 of 274 UNANIMOUS WRITTEN CONSENT RESOLUTION OF THE OFFICERS OF TWINING CONSULTING, INC. A CALIFORNIA CORPORATION The undersigned, constituting all the officers of Twining Consulting, Inc., a California corporation, (the "Corporation"), acting by unanimous written consent without a meeting pursuant to Article II, Section 2.01 of the bylaws of the Corporation, hereby adopt, approve, and consent to the following resolution: WHEREAS, the officers wish to designate the persons and officers listed below whose names and titles are listed below to sign contracts on behalf of the Corporation; Edward M. Twining, Jr., Principal Robert M. Ryan, Principal Benito Caban, Chief Operating Officer John Burke, Principal NOW THEREFORE, BE IT RESOLVED, effective as of the date appeanng below, the persons whose names and titles are listed above are authorized to sign contracts on behalf of the Corporation, and such authority shall continue until revoked by the officers. The foregoing resolution is hereby approved by the undersigned, constituting all of the officers of the Corporation. Edward . 'frying, Jr., Q ,/ .. /t',}--~- Robert'M: Ryan, Secretary // t,/ ~J _./ - Benito Caban, Chief Financial Officer November 27, 2018 Item #7 Page 127 of 274 PSA 19-573CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of geotechnical services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Geotechnical Investigations B. Hazardous Material Evaluations C. Materials Testing Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 128 of 274 I\ ••TWINING CONSULTING PSA19-573CA Non-Union Schedule of Fees 2017 -2018 NOTE: Twining's rates will be adjusted annually each July 1st to reflect increased costs. Personnel 1'ates: Per Hour Unless Otherwise Noted Task Task Code Engineering and Consulting Personnel Rate Code Shop Inspection Personnel Rate 10026 Senior Principal Advisor/Consultant $ 245.00 10325 Glue-Laminated Fabrlcatlon Inspector Quotation 10001 Principal Engineer/Geologist $ 165.00 10328 Pre-cast concrete/Pipe Fabrication Inspector s 92.00 10017 Metallurgical Engineer $ 160.00 70000 Registered Geotechnical Engineer $ 150.00 Task Code Non-Destructive Testing Personnel Rate 10011 Technical Advisor s 160.00 10401 NDE Ultrasonic Testing Technician $ 105.00 10011 Material Scientist, Welding/NOT Consultant $ 160.00 10403 NDE Magnetic Particle Testing Technician $ 105.00 70003 Registered Geologist/Certified $ 150.00 10405 NDE Dye Penetrant Testing Technician $ 105.00 Engineering Geologist 10003 Senior Engineer/Geologist s 135.00 10305 Combination NDE TechnicianM'elding Inspector $ 95.00 10009 Registered Civil Engineer s 130,00 10409 Radiographic Testing (crew of2) $ 350.00 60003 Roofing/Waterproofing Consultant $ 180,00 10013 Project Engineer/Manager $ 120.00 Task Code Equipment Usage (Daily Unle,;s Otherwise Noted) Rate 30000 Quality Control Manager $ 105.00 95318 Skidmore $ 50.00 10005 Senior Staff Engineer/Geologist $ 105.00 95309 Torque Wrench, Small $ 19.00 10007 Staff Engineer/Geologist $ 100.00 95312 Torque Wrench, Large $ 31.00 10015 Quality Control Administrator $ 85.00 95315 Torque Multiplier $ 50.00 10019 Meta•urgical Technician s 85.00 95321 Air Meter $ 50.00 90001 CADD Operator/Draftsperson $ 75.00 95324 Brass Mold $ 25.00 70107 Field Supervisor/Safety Manager $ 85.00 95343 Nuclear Gauge (Per Hour) $ 9.00 20000 Laboratory Manager $ 100.00 95333 Pull Test Equipment $ 65.00 98000 Laboratory Technician $ 85.00 95348 Concrete/Asphalt Coring Equipment (Per hour) $ 150.00 90005 Expert W~ness Testimony $ 495.00 95327 Pacho meter $ 69.00 91010 Qualified SWPPP Developer $ 110.00 95336 Floor Flatness (Dipstick) $ 56.00 91000 Qualified SWPPP Practitioner $ 100.00 95330 Schmidt Hammer $ 25.00 95341 Vapor Emission Test Kits $ 56.00 Task 95342 Relative Humidity Probe $ 56.00 Code Field Inspection Personnel Rate 10101 Concrete/Reinforced Steel Inspector $ 97.00 95339 V-Meter $ 56.00 10103 Prestressed/Post Tensioned Inspector $ 97.00 95351 Fireproofing Adhesion/Cohesion (Per Test) $ 21.00 10105 Concrete ICC Inspector $ 97.00 95300 A Scan Ultrasonic equipment and Consumables $ 75.00 10109 Drilled-In-Anchor Inspector $ 97.00 95303 Magnetic Particle equipment and Consumables $ 38.00 10111 Gunlte/Shotcrete Inspector $ 97.00 95306 Liquid Penetrant Consumables $ 25.00 10113 Masonry Inspector $ 97.00 95307 Phased Array Ultrasonic Equipment (Per Hour) $ 63.00 10201 Structural SteelM/elding Inspector $ 97.00 95347 Ground Penetrating Radar (Per Hour) $ 65.00 10203 AWS Certified Welding Inspector $ 97.00 95345 Impact Echo $ 325.00 10207 Fireproofing Inspector $ 97.00 95362 Ultrasonic Tomography $ 400.00 10501 Lead Inspector $ 97,00 95359 California Pavement Profilograph (Per Hour) $ 144.00 10115 Flrestop Special Inspector-lFC Premier $ 105.00 95349 Inertial Profiler (Per Hour) $ 313.00 10117 Firestop Special Inspector-IQP $ 115.00 95357 Project Dedicated Vehicle $ 95.00 70109 L.A. Deputy Grading Inspector s 95.00 75001 Asphalt Field and Plant Inspector/Technician $ 97.00 Task Code Specimen Pick-Up Rate 70103 Pile Driving Inspector s 97.00 20102 Standard Sample: Concrete Cylinders (Each) $ 10.00 70101 Soils Technician $ 97.00 20101 Standard Sample: Mortar/Grout Cubes and Cores, $ 10.00 Fireproofing, Rebar, and Epoxy Prisms (Each) 10107 Concrete Quallt)I Control (ACI/Caltrans Technician) $ 97.00 20103/ Oversize Sample: Masonry Prisms, Shotcrete Panels, $ 45.00 20104 Flexural Beams (Each) 60001 Roofing/Waterproofing Inspector $ 97.00 20107 Technician for Specimen Pick-Up Not Llsted Above $ 90.00 (Per Hour, 2-Hour Minimum) 10515 Mechanical Inspector $ 97.00 20109 Technician for Specimen Pick-Up Before 5:00 a.m. $ 115.00 or After 5:00 p.m. Mondaythru Friday, or All Day Saturday (Per Hour, 2-Hour Minimum Plus Mileage) 10519 Electrical Inspector s 97.00 10521 Plumbing Inspector s 97.00 Task Code Jobsite Trailer, Mobile or On-site Laboratory Rate 10523 Building Inspector $ 97.00 95360 Mobile laboratory for rapid set concrete $ 475.00 (per shift not exceeding 12 hours) 50003 Field Engineering Technician (GPR, Pull Testing) $ 97.00 All others by quotation Task Code Shop lnseection Personnel Rate 10301 structural Steel Fabrication Inspector s 100.00 10309 Batch Plant Quality Control Technician~nspector $ 100.00 Twining Consulting, Inc. I City of Carlsbad Schedule of Fees 10 November 27, 2018 Item #7 Page 129 of 274 I\ PSA 19-573CA ••rw1 NING CONSULTING Task Task Chemical Analysis and Petrographic Code Concrete Tests (Field Made Specimens) Rate Code Examination of Concrete, continued Rate 20201 6" x 12" or 4" x 8" Cylinder: Compression Strength $ 25.00 80126 Chemical Analysis for Water Soluble Chlorides $ 169.00 (ASTM C39) (ASTM C1218) (includes sample prep) 20203 Density of Structural Lightweight Concrete $ 81.00 80123 Chemical Analysis for Acid Soluble Chlorides $ 250.00 Equilibrium or Oven Dry Method (ASTM C567) (ASTM C1152) (includes sample prep) 20205 Core Compression including Trimming (ASTM C42) $ 55.00 80193 Chloride Diffusion Coefficient of Cementitious $ 2,500.00 Mixtures by Bulk Diffusion (ASTM C1556) 20207 6" x 6" x 18" Flexural Beams Not Exceeding $ 75.00 80129 Petrographic Examination of Hardened Quotation Referenced Size (ASTM C78, C293 or CTM 523) Concrete (ASTM 856) 20208 6" x 6" x 30" Flexural Beams (CTM 523) $ 95.00 20209 Cylinders: Splitting Tensile Strength (ASTM C496) $ 81.00 Task Code Physical and Chemical Analysis of Cement Rate 20211 Modulus of Elasticity Test (ASTM C469) $ 225.00 80195 Physical Testing and Chemical Analysis of Portland Cement $ 1,250.00 per Standard Requirements (ASTM C150) 80003 Rapid Chloride Permeability Test Cylinders or $ 563.00 80100 Chemical Analysis of Portland Cement per $ 688.00 Cores (ASTM C1202) Standard Requirements (ASTM C150) 80006 Density, Absorption, and Voids in Hardened $ 375.00 80103 Physical Testing of Portland Cement per $ 688.00 Concrete (ASTM C642) Standard Requirements (ASTM C150) 40005 Flexural Toughness (ASTM C1609, Formerly $ 875,00 80194 Physical Testing of Type K Cement, Mortar $ 625.00 ASTM C1018) Expansion (ASTM C806) 40009 Coefficient of Thermal Expansion of Concrete $ 625.00 80106 Partial Analysis or Specific Physical Tests Quotation (CRD 39, AASHTO T336) 80110 Sulfates Resistance of Hydraulic Quotation Cement (ASTM C1012) Task Code Concrete Specimen Preparation Rate 20151 Sawing of Specimens (Each) $ 19.00 Task Code Physical and Chemical Analysis of Fly Ash Rate 20157 Coring of Specimens in Lab (Each) $ 28.00 80140 Chemical Analysis of Fly Ash per $ 688.00 Standard Requirements (ASTM C61 B) 80143 Physical Testing of Fly Ash per Standard Requirements $ 663.00 (ASTM C618) Task Laboratory Trial Batch: Concrete, Cement and 80146 Partial Analysis or Specific Physical Tests Quotation Code Mortar Rate 30217 Compression Test Cyfinders Made and Tested in $ 57.00 80147 Chemical Analysis and Physical Testing of Fly Ash per S 1,250.00 Laboratory (ASTM C192, C35) Standard Requirements (ASTM C1618) 30219 6'' x 6" x 18" Flexural Beams Made and Tested in $ 197.00 Laboratory (ASTM C192, C78) 30221 6'' x 6" x 30" Flexural Beams Made and Tested in $ 119.00 Task Physical Testing of Chemical Admixtures for Laboratory (ASTM C192, C293) Code Concrete Rate 30223 Splitting Tensile Strength Cylinders Made and Tested in $ 125,00 80196 Qualification of Admixture per ASTM C494 Quotation Laboratory (ASTM C192, C496) 30225 Modulus of Elasticity Test Cylinders Made and Tested in $ 195.00 Task Laboratory (ASTM C192, C469) Code Soils and Aggregate Tests Rate 30227 Density of Structural Lightweight Concrete Made in the $ 108.00 30503 Abrasion: LA Rattler (ASTM C131) s 200.00 Laboratory, Equilibrium or Oven Dry Method (ASTM CS67) 30201 Laboratory Trial Batch (ASTM C192) $ 500.00 30505 Abrasion: LA Rattler (ASTM C535) s 220.00 30203 Laboratory Trial Batch: Packaged Ory Concrete $ 1,000,00 70301 Atterberg Limits/Plasticity Index (ASTM D4318, CTM204) $ 165.00 Including Verification of Slump, Air Content, Plastic Unit Weight, Six Cylinders for Compressive Strength (ASTM C387 and C192) 30205 Drying Shrinkage Up to 28 Days: Three 3" x 3" or $ 400.00 70303 California Bearing Ratio Excluding Maximum Density s 690.00 4" x 4" Bars, Five Readings up to 28 Dry Days (ASTM D1883); Son (ASTM C157) 30230 Additional Reading, Per Set of Three Bars $ 50.00 70304 California Bearing Ratio Excluding Maximum Density s 815.00 (ASTM D1883): Cement-Treated Soil 30231 Storage over Ninety (90) Days, Per Set of $ 32.00 70305 Chloride and Sulfate Content (CTM 417, CTM 422) s 144.00 Three Bars, Per Month 30207 Setting Time Up to 7 Hours (ASTM C403) $ 157.00 30403 Clay Lumps and Friable Particles (ASTM C142) $ 200.00 30209 Bleeding (ASTM C232) $ 157.00 30321 Cleanness Value: 1" x #4 (CTM 227) $ 200.00 30229 Concrete Restrained Expansion (ASTM C878) $ 563.00 30322 Cleanness Value: 1.5" x .75" (CTM 227) $ 325.00 30211 Mix, Make and Test Mortar or Grout Specimens for $ 500.00 70393 Collapse PotentiaVlndex (ASTM DS333) $ 188.00 Compressive Strength: Set of 6 (ASTM C 109, C942) 20263 Non-Shrink Grout Height Change after Final $ 500.00 70396 Compressive Strength of Molded Soil-Cement $ 135.00 Set (ASTM C1090) Cylinders (ASTM D1633) 20265 Non-Shrink Grout Height Change at Early $ 1,188.00 70309 Consolidation Test Full Cycle (ASTM 2435, CTM 219) $ 210,00 Age (ASTM C827) 30232 Cracking Resistance, Set of Three Rings, $ 5,000.00 70311 Consolidation Test: Time Rate per load Increment $ 50.00 Laboratory Trtal Batching, Test Until Cracking or (ASTM D2435, CTM 219) up to 28 Days (ASTM 1581) 30233 Evaluation of Pre-Packaged Masonry Mortars $ 1,375.00 70313 Corrosivity Series: Sulfate, Cl, pH, Resistivity s 275.00 (ASTMC270) (CTM 643,417, and 422) 7031S Crushed/Fractured Particles (ASTM D5821, CTM 205) s 200.00 Task Chemical Analysis and Petrographic 70317 Direct Shear Test: Remolded and/or Residual $ 263.00 Code Examination of Concrete Rate (ASTM D30S0) 80120 Chemical Analysis for Water Soluble Sulfates s 200.00 70319 Direct Shear Test: Undisturbed -Slow [CD] (ASTM D3080) s 240.00 (ASTM C114) (includes sample prep) Twining Consulting, Inc. I City of Carlsbad Schedule of Fees 11 November 27, 2018 Item #7 Page 130 of 274 PSA19-573CA I\ ••TWINING CONSULTING Task Task Code Soils and Aggregate Tests, continued Rate Code Asphalt Concrete Tests Rate 70321 Direct Shear Test: UmlisturtJed -Fast [CU] $ 210.00 75033 Bulk Specific ~ravity of Compacted Sample or $ 45.00 (ASTM D3080) Core: SSD (CTM 308C and ASTM D2726) 70378 Durability Index: Per Method -A,B,C, or D $ 225.00 75036 Bulk Specific Gravity of Compacted Sample or $ 68,00 (CTM 229, ASTM D3744) Core: Parafin Coated (CTM 308A and ASTM 01188) 70325 Expansion Index (ASTM D4829, USC 18-2) $ 175.00 75040 Emulsion Residue, Evaporation (ASTM 0244) s 170.00 75004 Fine Aggregate Angularity $ 200.00 75024 Extraction: % Bitumen (CTM 382, ASTM 06307) s 170.00 (AASHTO T304, ASTM C1252, CTM 234) 30507 Flat and Elongated Particle (ASTM D4791) $ 250.00 75027 Extraction: % Bitumen and Gradation (CTM 382, $ 205.00 CTM 202, ASTM 06307, ASTM D5444) 30508 Flat or Elongated Particle (ASTM D4791) $ 215.00 75028 Extraction: % Bitumen, Correction Factor $ 375.00 (CTM 382, ASTM 06307) 70331 Maximum Density: Methods /JJB/C $ 180.00 75030 Chemical Extraction: % Bitumen and Sieve Analysis $ 265.00 (ASTM 01557, 0698, CTM 216) (ASTM D2172 Method A or B, ASTM D5444) 70333 Maximum Density: Check Point $ 63.00 75042 Lab Tested Maximum Density: Hveem, 3 briquettes $ 213.00 (ASTM D1557, D698) (CTM 304, CTM 308, ASTM D1561, ASTM 01188) 70335 Maximum Density: AASHTO C [Modified] $ 200.00 75054 Hveem Stabilometer Test with Mixing, 3 briquettes $ 363.00 (AASHTO T-180) (CTM 304, CTM 366, ASTM D1560, ASTM D1561) 70337 Moisture Content (ASTM 02216,CTM 226) s 25.00 75057 Hveem Stabi!Qmeter Test, Premixed, 3 briquettes $ 220.00 (CTM 304, CTM 366, ASTM 01560, ASTM 01561) 70339 Moisture and Density: Ring Sample (ASTM D2937) $ 30.00 75048 Lab Tested Maximum Density: Marshall, $ 225.00 3 briquettes (ASTM 06926,ASTM 02726) 70341 Moisture and Density: Shelby Tube Sample s 45.00 75049 Lab Tested Maximum Density: Marshall $ 244.00 (ASTM 02937) 6" Specimen, 3 briquettes (ASTM 05581, ASTM 02726) 70340 Moisture-Density Relations of Soil-Cement s 285.00 75050 Lab Tested Maximum Density: Superpave Gyratory $ 88.00 Mixtures Premixed in the Field (ASTM 0558) Compacted Briquette, SSD, 1 briquette (ASTM 06925, ASTM D2726) 70342 Moisture-Density Relations of Soil-Cement Mixtures s 370.00 75052 Lab Tested Maximum Density: Superpave Gyratory $ 100.00 Mixed in the Lab (ASTM 0558) Compacted Briquette, Parafin, 1 briquette (ASTM D6925, ASTM D1188) 30401 Organic Impurities (ASTM C40, CTM 213) s 90.00 75051 Maximum Theoretical Specific Gravity [RJCE] $ 200,00 (CTM 309, ASTM 02041) 70343 Permeability (ASTM DS084) s 313.00 75066 Marshall StabHity and Flow, Cored Sample, each $ 88.00 (ASTM D6927) 80001 Potential Reactivity: Chemical Method (ASTM C289) s 595.00 75069 Marshall Stability and Flow, Premixed, 3 briquettes $ 220.00 (ASTM D6926, ASTM D6927) 70394 Potential Reactivity: Mortar Bar Expansion Method, s 875.00 75072 Marshall Stabnity and Flow, with Mixing, 3 briquettes $ 369.00 14-0ay Exposure (ASTM C1260) (ASTM 06926, ASTM 06927) 70398 Potential Reactivity: Concrete Bar Expansion, s 2,750,00 75106 Marshall Stability and Flow, Gyratory Compacted Specimen Pre-$ 244.00 Method (ASTM C1293), 12 month Mixed, 3 briquettes (ASTM D6925, ASTM D5581) 70399 Potential Reactivity: Concrete Bar Expansion, s 3,000.00 75107 Marshall StabTiity and Flow 6" Specimen, Premixed, $ 238,00 Method (ASTM C1293), 24 month 3 briquettes (ASTM D5581) 70397 Potential Reactivity of Aggregate Combination, s 1,125.00 75063 Moisture Content (CTM 370) $ 100.00 14-Day Exposure, Mortar(ASTM C1567) 70345 R-Value: Soil (ASTM 2844, CTM 3D1) s 296.00 75005 Wet Track Abrasion Test (ASTM 03910) $ 175.00 70347 R-Value: Aggregate Base (ASTM D2844, CTM 301) s 296.00 75093 Hveem Mix Design [Excluding Aggregate Quality Tests) $ 3,750.00 70349 Sand Equivalent (ASTM D2419, CTM 217) s 160.00 75096 Hveem Mix Design, with RAP (Excluding Aggregate $ 4,125.00 Quality Tests, RAP Qualification) 70351 Sieve #200 Wash Only (ASTM 01140, CTM 202) $ 105.00 75099 Hveem Mix Design, with Lime (Excluding Aggregate $ 4,438.00 Quality Tests) 70353 Sieve with Hydrometer. 3/4" Gravel to Clay $ 250.00 75094 Hveem Mix Design Caltrans Untreated Mix $ 5,250.00 (ASTM 0422, CTM 203) (Including Aggregate Quality Tests) 70355 Sieve with Hydrometer. Sand to Clay $ 238.00 75095 Hveem Mix Design Caltrans Lime Treated Mix S 5,375.00 (ASTM D422, CTM 203) (Including Aggregate Quality Tests) 70357 Sieve Analysis Including Wash $ 145,00 75084 Marshall Mix Design (Excluding Aggregate Quality Tests) s 3,750.00 (ASTM C136, CTM 202) 70359 Sieve Analysis Without Wash $ 110.00 75087 Marshall Mix Design with RAP (Excluding Aggregate $ 4,750.00 (ASTM C136, CTM 202) Quality Tests) 70360 Sieve Analysis: Split Sieve (ASTM C136, CTM 202) $ 235.00 75090 Marshall Mix Design with Lime (Excluding Aggregate $ 4,438.00 Quality Tests) 70361 Sieve Analysis Without Wash: W~h Cobbles $ 225.00 75083 Open Grade Asphalt Concrete Mix Design s 1,688.00 (ASTM C136, CTM 202) (CTM 368, ASTM D7064) 70363 Soundness: Sodium or Magnesium Sulfate, $ 500.00 75109 Superpave Mix Design (Excluding Aggregate Quality Tests) $ 5,875.00 5 Cycles (ASTM CBS) 70365 Specific Gravity and Absorption: Coarse $ 110.00 75113 Superpave Mix Design, with RAP $ 7,488.00 (ASTM C127, CTM 206) (Excluding Aggregate Quality Tests) 70367 Specific Gravity and Absorption: Fine $ 175.00 75114 Superpave Mix Design, with Rubber s 7,625.00 (ASTM C128, CTM 207) (Excluding Aggregate Quality Tests) 70369 SwelVSettlement Potential: One Dimensional s 113.00 75115 Superpave Mix Design, with Additives $ 6,863.00 (ASTM 04546) (Excluding Aggregate Quality Tests) 70371 Triaxial Quotation 75075 Effect of Moisture on Asphalt Paving Mixtures, Pre-Mixed s 1,094.00 (AASHTO T283, ASTM 04867) 70373 Unconfined Compression (ASTM D2166, CTM 221) $ 138.00 75078 Effect of Moisture on Asphalt Paving Mixtures, Pre-Mixed, 24-$ 1,313.00 Hour Immersion Pre-Mixed (AASHTO T283, ASTM D4867) 30317 Unit Weight Per Cubic Foot (ASTM C29, CTM 212) $ 81.00 75064 Effect of Moisture on Asphalt Paving Mixtures $ 1,875.00 (AASHTO T283, ASTM D4867) 30319 Voids in Aggregate with Known Specific Gravity $ 81,00 75065 Effect of Moisture on Asphalt Paving Mixtures, One Freeze $ 2,125.00 (ASTM C29, CTM 212) Thaw Cycle (AASHTO T283, I.\STM D48rt Twining Consulting, Inc. l City o arlsbad Schedule of Fees 12 November 27, 2018 Item #7 Page 131 of 274 I\ PSA19-573CA ••1w1 NING CONSULTING Task Task Concrete Roof Fill: Gypsum, Vermicullte, Perlite, Code Asphalt Concrete Tests, continued Rate Code Lightweight Insulating Concrete, Etc. Rate 75102 Resistance of Compacted B~uminous Mixtures to $ 2,063.00 20371 Compression Test (ASTM C495 and C472) $ 44.00 Moisture Induced Damage ITSR], Untreated (CTM 371) 75105 Resistance of Compacted Bituminous Mixtures to $ 2,250.00 20373 Air Dry Density (ASTM C472) $ 33.00 Moisture Induced Damage [TSR], Lime Treated (CTM 371) 75104 Resistance of Compacted B~uminous Mixtures to $ 1,125.00 20379 Oven Dry Density (ASTM C495) $ 56.00 Moisture Induced Damage [TSR], Pre- Mixed (CTM 371) 75111 Hamburg Wheel Track Test, 20,000 passes, 4 s 1,125.00 briquettes (AASHTO T324) 75116 Hamburg Wheel Track Test, 25,000 passes, 4 $ 1,375.00 Task briquettes (AASHTO T324) Code Reinforcing Steel, ASTM A615, A706 Rate 75039 Ravefing Test of Cold Mixed Emulsified Asphalt $ 225.00 20501 Tensile Test:# 11 or Smaller $ 50.00 (ASTM D7196) 75067 Marshall Stability, wet se~ 3 replicates $ 375.00 20503 Bend Test:# 11 or Smaller $ 50.00 (AASHTO T 245) 75068 Marshall Stability, dry set, 3 replicates $ 313.00 20504 Bend Test #14 or #18 $ 350.00 (AASHTO T 245) 20505 Tensile Test:# 14 $ 225.00 Task 20507 Tensile Test:# 18 $ 350.00 Code Brick Masonry Tests, ASTM CS7 Rate 20301 Modulus of Rupture: Flexural (5 Required Per ASTM) $ 50.00 20303 Compression Strength (3 Required Per ASTM) $ 50.00 Task Code Reinforcing Steel -Welded or Coupled Specimens Rate 20305 Absorption: S Hour or 24 Hour (5 Required) $ 50.00 20521 Tensile Test: Welded/Coupled #11 and Smaller $ 50.00 20307 Absorption (Boil): 1, 2 or 5 Hours (5 Required) $ 63.00 20523 Tensile Test Welded/Coupled #14 $ 181.00 20309 Initial Rate of Absorption (5 Required) $ 38.00 20525 Tensile Test: Welded/Coupled #18 $ 375.00 20311 Efflorescence (5 Required) $ 63.00 20529 Weld: Macroetch $ 69.00 20313 Cores: Compression $ 56,00 20531 Slippage Test -Caltrans (CTM 670) $ 181.00 20315 Shear Test on Brick Cores: 2 Faces $ 90.00 Task Code Metal and Steel Testing Rate Task 20601 Tensile Strength: Up to 100K Pounds (Each] $ 50.00 Code Concrete Block, ASTM C140 Rate 20321 Compression (3 Required Per ASTM) $ 55.00 20603 Tensile Strength: Up to 200K Pounds (Each] $ 56.00 20323 Absorption/Moisture Content'Oven Dry Density $ 88.00 20605 Tensile Strength: Up to 300K Pounds (Each) $ 69.00 (3 Required Per ASTM) 20327 Linear Shrinkage (ASTM C426) $ 225.00 20607 Tensile Strength: Up to 400K Pounds (Each) $ 119.00 20335 Web and Face Shell Measurements $ 41,00 20609 Tensile Strength: 400K to 600K Pounds (Each) $ 219.00 20329 Tension Test $ 169.00 20611 Tensile Strength: Stress-Strain Percent Offset $ 150.00 20331 Core Compression $ 56.00 20545 Weld: Macroetch $ 85.00 20333 Shear Test of Masonry Cores: 2 Faces $ 81.25 20547 Weld: Fracture $ 31.00 20339 Efflorescence Tests (3 Required) $ 40.00 20615 Bend Test $ 48.00 20617 Flattening Test $ 60.00 Task 20619 Brinnel and Rockwell Hardness Test $ 70.00 Code Masonry Prisms, ASTM C1314 Rate (ASTM E18) (Per Test) 20341 Compression Test Composite Masonry $ 185.00 20630 Bolt: Axial Tensile Test (Up to 7/8" diameter) $ 44.00 Prisms Up To 8' x 16" 20343 Compression Test Composite Masonry $ 185.00 20631 Bolt: Wedge Tensile Test (Up to 718" diameter) $ 63.00 Prisms Larger Than 8" x 16' 20346 Prism Cord Modulus of Elasticity $ 632.00 20632 Bolt: Axial Tensile Test (Greater than 7/8" up to 1" diameter) s 69.00 20347 Prism Cord Modulus of Elasticity with Transverse $ 788.00 20633 Bait: Wedge Tenslle Test (Clreaterthan 7/8' s 88.00 Strain (for double-wythe specimen) upto 1" diameter) 20634 Bolt: Axial Tensile Test (Greater than 1" diameter) Quotation Task 20635 Bolt: Wedge Tensile Test (Greater than 1" diameter) Quotation Code Mortar and Grout Rate 20351 Compression: 2" x 4" Mortar Cylinders (ASTM C780) s 25.00 20636 Bolt: Proof Load Test {Up ta 7/8") s 75.00 20353 Compression: 3" x 3" x 6" Grout Prisms, $ 25.00 20637 Bolt: Proof Load Test (Greater than 7/8" up to 1" diameter) s 100.00 Includes Trimming (ASTM C119) 20355 Compression: 2" Cubes (ASTM C109) $ 25.00 20638 Bolt: Proof Load Test (Greater than 1 '') Quotation 20357 Compression: Cores (ASTM C42) $ 50.00 20639 Nut Proof Load Test (Up to 7/8") $ 50.00 20640 Nut Proof Load Test (Greater than 718'' up to 1" diameter) $ 75.00 Task 20641 Nut Proof Load Test (Greater than 1") Quotation Code Masonry Specimen Preparation Rate 20155 Cutting of Cubes or Prisms $ 50.00 Task Code Chemical Testing of Metal and Steel Rate 80170 Steel Chemical Analysis $ 200.00 Task 80173 Weight of Galvanized Coating (ASTM A90) $ 75.00 Code Fireproofing Tests Rate 20401 Oven Dry Density (Per Sample) {ASTM E605) $ 55.00 Task Code Gunite and Shotcrete Tests Rate 20361 Core Compression Including Trimming (ASTM C42) $ 60.00 20363 Compression: 611 x 12'1 Cylinders s 25.00 20365 Compression: Cubes (Includes Saw Cutting) $ 65.00 Twining Consulting, lnc. I City of Carlsbad Schedule of Fees 13 November 27, 2018 Item #7 Page 132 of 274 I\ ••TWINING CONSULTING Task Code 20751 20753 20755 20757 20759 Task Code 20621 20623 Task Code 20780 20783 Task Code 20701 20703 20705 Machining and Preparation of Tensile and Send Sample: Carbon Steel Machinist Initial Preparation from Mock-up, Etc. (Per Hour) Sawcut to Overall Width (Per 0.5" Thickness or Fraction Thereof) Machine to Test Configuration: Mille<! Specimens (Per 0.5" Thickness or Fraction Thereof) Machine to Test Configuration: Turned Specimens (Per 0.5'' Thickness or Fraction Thereof) Prepare Subsize Specimens (Per 0.5" Thickness or Fraction Thereof) Charpy Impact Charpy Impact Ambient Temperature, per sample (Average of 3 Samples Typically Required) Charpy Impact Reduced Temperature, per sample (Average of 3 Samples Typically Required) Machining of Charpy Samples: Carbon Steel Cutting and Milling (Per 0.5" or Fraction Thereafter) (Average of 3 Samples Typically Required) Final Machining to Sample Configuration {Average of 3 Samples Typically Required) Prestressing Wires and Tendons, ASTM A416 Stress-Strain Analysis: Wire or Strands (Including Chart and Percent Offset) Tensile Test Only Tendons General Conditions Rate s 81.00 $ 44.00 $ 58.00 $ 119.00 s 75.00 Rate $ 75.00 $ 94.00 Rate $ 81.00 $ 94.00 Rate $ 145.00 $ 115.00 Quotation NOTE: A minimum of 24 hours notice is required for testing and inspection seNices. Administrative Fees PSA 19-573CA Task Code Polymer Matrix Composite Materials (Fiberwrap) Rate 20706 Tensile Strength-Set of 5 Specimens/batch/direction $ 1,063.00 (ASTM 03039) 20707 Tensile Strength-Additional Specimens $ 281.00 (ASTM 03039) 20706 Heating Chamber Time -Per 24 hr period $ 94.00 (ASTM 03039) 0 Task Code Calibration Services and Universal Machine Usage Rate 20801 CalibrationNerification Services Quotation 20803 Universal Test Machine Usage (Per Hour) $ 281.00 Ceramic Tile Testing Division The Ceramic Tile Institute of America (CTIOA) and Twining Consulting worked together to advance and develop technology designed ta enhance the quality of materials and workmanship in the ceramic tile industry. A separate schedule of fees for these services is available upon request. Cyclic and Fatigue Testing Programs on Special Products/Parts Engineering and Technical supports/Design of Prototypes and Special Fastener/Coupling Full Testing Program Per New Regulations: Tension, Tension/Bend, Shear, Double Shear, 8 Compressions Fiberglass/Composfte Materials Field Testing Program (ASTM 04065, 01143, D4923, 02584, 04476, 01242, 07901, 07921, and 0732) Field Testing of Structures and Structural Elements In-Place Shear Testing Materials and/or Product Evaluation Per Specifications Structural Dynamic Testing and Durability Analysis Quotation Quotation Quotation Quotation Quotation Quotation Quotation Quotation All administrative ccsts including report distribution are billec at 3% of monthly invoice total. Minimum Charges (Inspection and Technician Personnel Only-Other Personnel Charged on Portal to Portal Basis) 2-Hour Minimum: Inspector anives at jobsite, no work to perfonn. 4-Hour Minimum: 1 to 4 hours of Inspection 8-Hour Minimum: Over 4 hours of inspection Regular Time The first 8 hours worked Monday through Friday between 5:00 a.m. and 5:00 p.m. Time ancl One-Half (All Types of Inspection) All shifts will be billed based on the time and date of their start. Any increment past 8 hours through 12 hours war1<ed Monday through Friday and the first 12 hours on Saturday. Time and one-half will also be charged for any time before 5:00 a.m. and after 5:00 p.m. Double Time (All Types of Inspection) All shifts will be billed based on the time and date of their start. After the first 12 hours worked Monday through Saturday, all day Sunday, and holidays. Holidays are New Yea~s Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day. Meal Period When personnel are required by their duties to work more than five consecutive hours without a one-half hour uninterrupted meal period, one half hour at double time rate will be charged in addition to any applicable overtime for actual hours worked. Twining Consulting, Inc. I City of Carlsbad 14 Schedule of Fees November 27, 2018 Item #7 Page 133 of 274 I\ ••TWINING CONSULTING PSA 19-573CA General Conditions, continued Travel lime and Mileage For projects outside a 50-mile radius from the nearest Twining Consulting facility, $0.60 per excess mile to and from the project will be charged for inspectors and technicians. Other than small tools, whenever project related equipment is required to be transported to and from the project site, time and mileage and field technicians will be billed on a portal to portal basis. For all projects, S0.60 per mile will be charged portal to portal for engineers, consultants, supervisors, and laboratory technicians from the laboratory to the project site and return. Saturday Sample Pick-Ups In order to be in strict conformance with testing standards, it may be required that Saturday pick-ups be performed (e.g. concrete specimens cast on Friday must be picked up on Saturday in order to be in conformance with ASTM C31 requiring specimens to be moved to their final curing location within 48 hours of casting.) Applicable charges for Saturday work will apply when this is required. Should these charges not be authoriad then Twining Consulting will not be responsible for any negative consequences. Remote Jobs For projects in excess of 100 miles from Twining Consutting, travel time will be charged at 1he relevant straight time rate. Reimbursable Expenses Parking, air fare, car rental, food and lodging, etc. wal be charged at cost plus 10% per processed invoice, unless provided by client. Project Specific Documents Costs presented assume that client will provide project specific documents (plans, specifications, submittals, RFls, etc.) for all inspection personnel. Should project specific documents be provided electronically through a for fee seNice, the client will be responsible for providing access and paying any fees for 1he service. Project Site Facilities Prices quoted assume that initial curing facilities for test samples that comply with relevant test standards and project requirements and desk space for inspection staff are provided by others. Additional costs will apply should Twining be required to provide such facirnes. Subsistence Subsistence on remote jobs will be charged per quotation. Laboratory Testing Hours Please note that laboratory testing will be billed on an hourly basis for non-standard tests. :t testing is required to be performed on Saturdays, Sundays, holidays, or before 5:30 a.m. or after 4:00 p.m. on weekdays, an additional hourly charge with a minimum of one hour will be applied for the laboratory technician. 1.5 x regular test rate will be charged for rush testing. Charges for Subcontracted Services Material sent to outside laboratory for testing: Material sent to outside fabricator or machine shop: Glu-Lam beam inspection: Other subcontractors: Project exclusive equipment purchase: Limit or Liability Cost plus 10% Cost plus 10% Cost plus 10% Cost plus 10% Cost plus 10% CHent agrees to limit Twinfng's aggregate Ii ability to all entities for afleged or actual errors and omissions in the performance of its professional services under this agreement to $50,000.00 or the fees actually paid to Twining, whichever amount is greater. Higher limits :nay be available by quotation. Certified Payroll Certified payroll will be provided, upon request, at an additional charge of $100.00/month. Prevailing Wage Prevailing wages will be adjusted annually in accordance wtth the changes dictated by the Prevailing Wage Law or the State of California, Department of Labor. Final Reports Required by Jurisdiction If a final report or aff"idavit is required, we must first review all inspection and testing reports and clear up any unresolved issues on these reports. These issues will typically require approval by the engineer or architect of record. This process can take several weeks or just a day, depending on the number and complexrty of the issues. Cost for final reports will be billed hourly. Terms of Payment Fees charged are for professional and technical services and are due upon preserrtaUon. If not paid within 30 days from date of invoice, they are considered past due and a finance charge of 1 ½% per month will be added to the unpaid balance (APR 18%). A 3% fee will be applied for payments processed by credit card. All invoice errors or necessary corrections shall be brought to the attention of Twining Consulting within 15 days of receipt of invoice. Thereafter, customer acknowledges invoices are correct and valid. Twining Consulting reserves the right to terminate its services to a customer without notice if all invoices are not current. Upon such termination of services, the entire amount accrued for all services performed shall immediately become due and payable. Customer w..ives any and all claims against Twining Consulting, its subsidiaries, affiliates, servants and agents for termination of work on account of these terms. tn the event of any litigation arising from or related to any agreement to provide services whether verbal or written, the prevailing party shall be entitled to recover from the non- prevailing party all reasonable costs incurred, including staff time, court costs, attorney's fees and all other related expenses in such litigation. Addition ally, in the event of a non- adjudieatfve settlement of fltigetion between the parties or a resolution of dispute by arbitra:t1on, that same process shall determine the prevailing party. Specimen Oisposaf Specimens will be discarded after testing unless Twining Consulting has been notified prior to testing that the customer wishes to retrieve the specimens or storage arrangements are made. Oversize Specimens An extra charge will be made when test specimens require more than one person to handle due to size or weight. Elevated Work Platform In the event an elevated work platfom, is required to safely complete our inspections, the client must provide safe access, including a trained and certified operator, to Twining, Inc. inspection and testing personnel. Twining Consulting, Inc. I City of carlsbad Schedule of Fees 15 November 27, 2018 Item #7 Page 134 of 274 MASTER AGREEMENT FOR REAL PROPERTY SERVICES CLARK LAND RESOURCES, INC. PSA 19-575CA THIS AG~El;MENT is made and entered into as of the ~ day of N:>s:fvv\~, 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Clark Land Resources, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in real property services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to real property services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 135 of 274 PSA 19-575CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed seventy- five thousand dollars ($75,000) per agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 136 of 274 PSA 19-575CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 137 of 274 PSA 19-575CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 138 of 274 PSA 19-575CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Sue Cope Project Manager 4167 Avenida de la Plata, Suite 108 Oceanside, CA 92056 760-758-1562 sue.cope@clarklandresources.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 139 of 274 PSA 19-575CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking all available legal and equitable remedies available to them or from seeking review of the directed solution in a court of competent jurisdiction. If the Executive Manager fails to timely direct a binding solution, then either party may seek all available legal and equitable remedies in a court of competent jurisdiction. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in Section 19 of this Agreement and not in anticipation of litigation or in conjunction with litigation. However, if the Executive Manager fails to direct a solution to the Agreement claim pursuant to the dispute resolution procedure set forth in Section 19, Contractor may pursue any available legal remedies in a court of competent jurisdiction. Contractor acknowledges that if a false claim is submitted to 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 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 140 of 274 PSA 19-575CA 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 CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill /II 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 141 of 274 PSA 19-575CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_1_1_th ____ day of October , 2018. CONTRACTOR Clark Land Resources, Inc., a California corporation By: .fu,~ ~-~~ (sign here) Linda L. Clark/President-Gen Mgr (print name/title) Susan M. Cope/Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Ii{/"// ~em ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. GroueA Chairman, President, or Vice-President Groue B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation .!!ll!§! attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 142 of 274 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF 2an !>I£~ On lb l t (j J \fo • before me '.t, · L~\,~f,;m,1 V[A_bli c_, ~- personally appeared --t::L.....,_.~v'.J'--L-\,d,L.M:.°'~LL........-'· C""""'-1-J~t:l.,..__f ~~~/--+-PVl'~,S\~d-e'""--"ktt_,.__· L-----=C{i?~n'----+---'L-M-'¥-+0 C~- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ( Notary Seal) November 27, 2018 Item #7 Page 143 of 274 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA couNTY oF ,l3an D'1ee-> On \ D \ \ {,Q. l l l:) , before me personally appeared S1S(}..(\ ~ · ~ l :2€{}C-£,M1(j 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/sheithey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (?\otary Seal) T·!and'daru '/ra/orms ch~rnb/Finr imendmenr 10 Grrtnt o/ Edsem1::111 November 27, 2018 Item #7 Page 144 of 274 PSA 19-575CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of real property services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Property Appraisals B. Property Acquisition Assistance Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 145 of 274 Master Services Agreement Cost Proposal for Real Property Services The following.rates include both Clark Land and our subconsultant rates along with the other direct costs (ODC's) for mileage, copies, etc. PSA19-575CA City of Carlsbad -Master Services Agreement Cost Proposal I Real Property Services These rates will be valid for the duration of the contract-three years from time of award, if awarded this year, 2018. Clark Land Resources, Master Agreement Rate Schedule Staff Sue Cope, SR/WA Fred Clark, SR/WA Ted Hendrickson, MAI Mike Flanagan, SR/WA, R/W-NAC Mark Hendrickson, MAI Elsie Esquivel Tom Petrosky, SR/WA Mike Harris, R/W-NAC Bethanee Lussier, SR/WA; Greg Hill, RWA; Donna Fritts Christi Keller Debra Halpin Jeff Davis, RWA; Kathy Cabanilla Jenny Martinez, RWA Sandra Robinson, RWA Cynthia Stutz, Corbin White, Brenda Gomez, Alexandria Clark-Quinones Title/Classification Principal in Charge QA/QC QA/QC Appraisals Project Manager Lead Sr. Appraiser Real Estate Broker Sr./Lead Acquisition Agent Sr. Relocation Agent Sr. Right of Way Agents Sr. Permitting Specialist Contract Administration Right of Way Agent Title Supervisor Title Researcher Right of Way Assistants Hourly Rate $195.00 $190.00 $190.00 $180.00 $180.00 $175.00 $175.00 $170.00 $170.00 $150.00 $150.00 $135.00 $100.00 $90.00 $85.00 Crockett & Associates (Subconsultant), Master Agreement Rate Schedule Staff Rich Crockett 10 Title/Classification Goodwill/FF&E Appraiser Hourly Rate $125.00 Cost Proposal I Clark Land Resources, Inc. (WBE/SBE) November 27, 2018 Item #7 Page 146 of 274 Description Mileage Copies Title Reports PSA19-575CA City of Carlsbad-Master Services Agreement Cost Proposal I Real Property Services Clark Land Team Expense Cost for Master Agreement Cost % Mark Up Total Per Unit Cost IRS Allowable Rate -currently .545 cents per .60 at current IRS Allowable mile 10% Rate .14 center per copy 10% .15 cents $750.00 6.67% $800.00 Note: No condemnation or expert witness costs are included with this proposal. Cost Proposal I Clark Land Resources, Inc. (WBE/SBE) 11 November 27, 2018 Item #7 Page 147 of 274 MASTER AGREEMENT FOR SURVEYING SERVICES NV5, INC. PSA 19-584CA TJ-f IS AGREEMENT is made and entered into as of the 212±:b day of NC1It:\JV\\G20'C , 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and NVS, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 148 of 274 PSA 19-584CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 149 of 274 PSA 19-584CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability {CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 150 of 274 PSA 19-584CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 151 of 274 PSA 19-584CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Kevin McHugh, Jr. Project Manager 200 South Park Road, Suite 350 San Diego, CA 33021 954-495-2112 kevin. mchugh@NV5.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [SI No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 152 of 274 PSA 19-584CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 153 of 274 PSA 19-584CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 154 of 274 PSA 19-584CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR NV5, Inc., a California corporation By:~~ ·~ By: / ( 1gnl ere,, f'J.Nl@ 0~ SEe,~f1{2-'-f (print narrle/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: ~Jt.~ent ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, General Counsel By: --~---~--U-....,.......,.....-n:k>~-"'t----DeputyGenerafco~ 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 155 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califo~nia =2)- County of fu Vl I eg C On Oc±. 2 J J, 016 before me, Date personally appeared Ca..,\{ VY)~/\, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············~ AMY C. STOREY : ~--·· -~~,. · Notary Public -California z i :·-San Diego County ! .. Commission# 2183394 My Comm. Expires Mar 9, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ I Corporate Officer -Title(s): ______ _ I I Corporate Officer -Title(s): ______ _ 1 ! Partner -U Limited I I General r l Partner -• Limited I I General J Individual I I Attorney in Fact I I Individual I I Attorney in Fact I Trustee ;~: Guardian or Conservator I I Trustee 1] Guardian or Conservator ' ; Other: ______________ _ : I Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 156 of 274 CORPORATE AUTHORIZATION RESOLUTION I, Mary Jo O'Brien, Secretary of NVS, Inc. (The "Corporation") hereby certifies that: the Corporation is duly organized and existing under the laws of the State of California and the following is true, accurate and complete transcript of a resolution contained in the minute book of the Board of Directors of said Corporation duly held, at which meeting there was present and acting throughout a quorum authorized to transact business hereinafter described, and that the proceedings of said meeting were in accordance with the charter and by-laws of said Corporation and that said resolutions have not been amended or revoked and are in full force and effect: Resolved, that Carmen Kasner, Regional Managing Director for NVS, Inc., be and is hereby authorized and empowered to act on behalf of the Corporation for the purpose of executing contracts up to a contract value of$1,000,000.00: Witness my hand and seal of the Corporation this October..$ , 20 I 8. ry (Sea\) November 27, 2018 Item #7 Page 157 of 274 PSA 19-584CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of surveying tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Arial Surveying/Photogrammetric Services B. Geographic Information Systems(GIS) C. Potholing D. Property Acquisition Plats and Legals Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 158 of 274 NV 5 Exhibit B -Master Agreement Rate Schedule Surveying Services Prices Valid through June 30, 2021 STAFF ~ I!I!.E 1. Carmen C. Kasner, PE Regional Chief Executive 2. Kevin McHugh, Jr., PLS Project Manager 3. PaulRobotta,PLS,JD QA/QC 4. Joel Paulson, PLS Survey Manager 5. Pete Golding, PLS Survey Manager 6. Nick Rossi, PLS Senior Surveyor 7. Andrew Riecken, LSIT Senior Survey Analyst 8. Brian Wolf, LSIT Assistant Surveyor 9. Kurt Kathol UAV Manager 10. Matt O'Brien UAV Director 11. Amy Storey GIS Analyst 12. Ken Haynes. PLS Senior Survey 13. Michelle Jansz, PLS Senior Survey Analyst 14. Amanda Jones, LSIT Senior Survey Analyst 15. Rick St. John, PE Associate Engineer 16. Andrew Pawzun CADD Tech Ill 17. Field Survey Crews 1-Person Survey Crew (GPS/Robotic) 18. 1-Person Survey Crew 19. 2-Person Survey Crew 20. 3-Person Survey Crew Field Crews Include William Wheat. Gabriel Lam, Matt Armellino, Henry Golding and Richard Lundberg S!.!B~QNS!.!LTANTS NAME TITLE 1. Trent Keenan. PLS/ AeroTech Mapping. Inc. 2. Gail McMorran/AirX Utility Surveyors Inc. 3. Robert Lafica/Central Coast Aerial Mapping. Inc. E~PENSES QES~BleDQN @E 1. Mileage Per Accepted IRS Rate 2. Plotting and In-House 1.10x Cost Reproduction PSA 19-584CA !:!Q!.!RI.Y RAIE $255 $221 $221 $186 $176 $176 $145 $127 $186 $221 $127 $176 $145 $145 $176 $107 $185 $145 $295 $375 HQ!,!RLYRATE Feesforsubconsultant services will be lump sum determined on a task-by-task basis Feesforsubconsultant services will be lump sum determined on a task-by-task basis Feesforsubconsultant services will be lump sum determined on a task-by-task basis ~ MABIS!.!e 0% 10% MACS ID:_~, q,l,11,-#l"i St11,, \111g I P'.2268181420 ,. • Printed on 100"0 Recycled Paper ,.__, NV5.COM 10 November 27, 2018 Item #7 Page 159 of 274 MASTER AGREEMENT FOR SURVEYING SERVICES O'DAY CONSULTANTS, INC. PSA 19-586CA ""--, Tlj,IS AGREEMENT is made and entered into as of the 2Bth-, day of J>i 9\J:t}Y\~ , 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and O'Day Consultants, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager''). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 160 of 274 PSA 19-586CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 161 of 274 PSA 19-586CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 162 of 274 PSA 19-586CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 163 of 274 PSA 19-586CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Pat N. O'Day Project Manager 2710 Loker Ave West, Suite 100 Carlsbad, CA 92010 760-931-7700 pato@odayconsultants.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [8J No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 164 of 274 PSA 19-586CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 165 of 274 PSA 19-586CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 166 of 274 PSA 19-586CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR O'Day Consultants, Inc., a Californi corporation By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the ity of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 167 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of S: {.)..fl U i2 0 -V u On O {!__fnjJ{/?...., .ii-1 ;2-, o I g before me, L Ll. 1 (!-, Date Here In rt Name and Tit e of the Officer personally appeared :P a,fx._1.l6, ;J, ~ 'l>f), 1 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ············1 LUPE ORTEGA J@.·· :_ .~. Notory Public -California z ~ _ h-:: ,.; · San Diego County ! z · .. -Commission# 2195510 My Comm. Expires Jun 1, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r ---------------oPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended_ document. n , . · r 'N t', ._;, j_,, I / {;.,JJ/J Description of Attached DocumenJ 1tJ1 am.+!tZf c° '...>u,Vl'1 1 J 1"' Title or Type of Document: , · o f!. A. s /ti s ·,{ __7t Document Date: 1C /01 kw£ Number of Pages: 15 Named Above: ' Capacity(ies) Cl,a_imed by Signer(s) Signer's Name: 11~ fp,_ i CJ<.. rJ, 0 1 Ud':j Signer's Name: ___________ _ i],('Corporate Officer -Title(s): -?Rt s 1d&f f Ste. Kt:k:it-1• Corporate Officer -Title(s): ______ _ • Partner -Cl Limited • General 1 • Partner -• Limited • General [I Individual I I Attorney in Fact • Individual l l Attorney in Fact ll Trustee I J Guardian or Conservator • Trustee l] Guardian or Conservator f I Other:----------,,,-------• Other: _____________ _ Signer Is Representing: O I oa7 Co,J;;v...(/p;ds 'Jd(:.,. Signer Is Representing: ________ _ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 168 of 274 PSA 19-586CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of surveying tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Arial Surveying/Photogrammetric Services B. Geographic Information Systems(GIS) C. Potholing D. Property Acquisition Plats and Legals Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 169 of 274 0"'~~ C. ·zE . . ~SA-. 1v1 ngrneenng • uroeymg Certified: SDVOSB • DVBE • SBE • SLBE SCHEDULE OF HOURLY BILLING RA TES OFFICE ENGINEERING Project Manager Project Engineer Design Engineer AutoCad Technician Engineering Technician Engineering Intern July 1, 2018 Construction Office Management/Document Control Word Processing FIELD ENGINEERING 2 Man Survey Crew I Man Survey Crew/Survey Chief/Project Surveyor FIELD ENGINEERING-PREVAILING WAGE 3 Man Survey Crew 2 Man Survey Crew I Man Survey Crew/Survey Chief/Project Surveyor CONSULTATION Principal PSA 19-586CA $208.00 175.00 148.00 131.00 110.00 80.00 85.00 85.00 210.00 144.00 424.00 292.00 179.00 $275.00 All out-of-pocket expenses. such as filing fees. printing. reproduction costs and deliveries. will be extra and invoiced at our direct cost plus I 0%. Prevailing wage projects will be charged a higher rate for field engineering. Four (4) hour minimum charge for survey crew time. Any site visits less than 4 hours will be charged as extra work to fixed fee scopes of work. Payment Terms: Accounts are due and payable within 10 days of the date of the invoice. If payment for invoice is not received within 30 days from the date of invoice. then a finance charge will be assessed at 1.5% per month for each month the invoice remains unpaid. starting at the 31 st day. If payment for invoice is not received within 60 days from the date of invoice. then work will stop and will recommence once the account is paid in full. 10 November 27, 2018 Item #7 Page 170 of 274 * AEROTECH MAPPING, INC. '-, ,-t Aero Tech Mapping Rates as of 6-15-2018 Task Hourly Rate Project Principal $180 Project Manager $125 Production Manager $95 Photogrammetrist II Senior $110 Photogrammetrist I $95 Aerotriangulation $85 CAD Map Editor 11 Senior $80 CAD Map Editor I $70 Imaging Specialist $75 GIS Tech $75 Administration $65 Project Mobilization $250 Aircraft Cessna $950 Camera Digital Vexcel $750 Lidar sensor $2,750 Drones Inspire $320 ARIZONA CALIFORNIA NEVADA NEW MEXICO \\W\\.atmlv.com 11 200 Spectrum Center Drive Suite 300 Irvine. California 92618 (619) 606-5020 TEXAS November 27, 2018 Item #7 Page 171 of 274 ~ UNDERGROUND SOLUTIONS "-JIii''>:==::-, / ----.. POSITIVEID STAFF ITEM NAME TITLE 1 Thomas (T.C.) Mueller VP Field Operations 2 Travis Leigh Gen. Superintendent 3 Chris Mueller Foreman 4 Vince Dominquez Plans/Permits 5 Adma Perez Contracts/ Admin LOCATING l1-man crew\ ITEM NAME RATE 1 Electromaonetic locatino $200/hr 2 GPR locatino $250/hr 3 Utility Vault Dips -each $150/each 4 Sande/Push Rod locatino $225/hr POTHOLING Nacmaster 4000 incl 2-men crew) ITEM NAME RATE 1 Pothole Service (Prevailino Waoe)per hour/reo $300/hr 2 Pothole Service (Prevailino Waoe)per hour/premium $350/hr 3 Cold-Mix Asphalt (each) $25/each 4 Perma Patch / Rapid Set/Hot Mix Asphalt Repairs $100/each 5 Hot-Patch Asphalt Grind & Overlay (each) $550/each 6 Traffic Control Plans (per sheet) $150/each 7 Traffic Control Plans-Engineer-stamped (per sheet) $550/each 8 Standard Traffic Control (per day) $500 per day 9 Major Traffic Control (per day) $1,000/per day 10 Nighttime Major Traffic Control (per day) $1,800/per nioht 11 Flagman Service (per man hour)-Prev Waqe $75/hr 12 Subsurface Utility Report (1 -5 potholes) (each) Digital Flash Card $150/each 13 Subsurface Utility Report (5 -10 ootholes) (each) Diqital Flash Card $250/each 14 Subsurface Utility Report (10 -20 potholes) (each) Digital Flash Card $350/each 15 Subsurface Utility Report (20 -30 potholes) (each) Digital Flash Card $450/each 16 Subsurface Utility Report (30 -40 potholes) (each) Digital Flash Card $550/each 17 Subsurface Utility Report (40 -50) potholes) (each) Diqital Flash Card $650/each 18 Additional Hard Copy of Utility Report ( each ) $100/each 120 N. Andreasen Dr., Escondido, CA 92029 {760) 294-9449 www.usipothole.com 12 PSA 19-586CA HOURLY RATE $175/hr $150/hr $100/hr $100/hr $75/hr November 27, 2018 Item #7 Page 172 of 274 PSA 19-586CA EXHIBIT B-SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Pat O'Day Principal-in-Charge $275 2. Joanne Tyler Project Manager $208 3. Brian Faraci QA/QC Manager $208 4. Elizabeth Becerra Project Engineer $175 5. Chris Endozo Project Engineer $175 6. Jason St. Aubin Design Engineer $148 7. Colin O'Brien Survey Manager $179 (prevailing wage*) 8. -2 Man Survey Crew** $292 (prevailing wage*) 9. -3 Man Survey Crew** $424 (prevailing wage*) 10. -Word Processing $85 * Prevailing wage rates are subject to change based on the Director of the Department of Industrial Relations determination, according to the type of work and location of the project. ** Four (4) hour minimum charge for survey crew time. Any site visits less than four hours will be charged as extra work to fixed fee scopes of work. SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE*** 1. AeroTech Mapping Project Principal $180 2. AeroTech Mapping Project Manager $125 3. AeroTech Mapping Production Manager $95 Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 13 November 27, 2018 Item #7 Page 173 of 274 PSA 19-586CA 4. AeroTech Mapping Photogrammetrist II $110 Senior 5. AeroTech Mapping Photogrammetrist II $110 Senior 6. AeroTech Mapping Photogrammetrist I $95 7. AeroTech Mapping Aerotriangulation $85 8. AeroTech Mapping CAD Map Editor II $80 Senior 9. AeroTech Mapping CAD Map Editor I $70 10. AeroTech Mapping Imaging Specialist $75 11. AeroTech Mapping GIS Tech $75 12. AeroTech Mapping Administration $65 13. AeroTech Mapping Project Mobilization $250 14. AeroTech Mapping Aircraft Cessna $950 15. AeroTech Mapping Camera Digital Vexcel $750 16. AeroTech Mapping Lidar sensor $2,750 17. AeroTech Mapping Drones Inspire $320 18. Thomas (T.C.) Mueller/Underground VP Field Operations $175 Solutions 19. Travis Leigh/Underground Solutions Gen.Superintendent $150 20. Chris Mueller/Underground Solutions Foreman $100 21 Vince Dominguez/Underground Pia ns/Pe rm its $100 Solutions 22. Adma Perez/Underground Solutions Contracts/ $75 Admininistration *** Subject to 10% markup. Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 14 November 27, 2018 Item #7 Page 174 of 274 PSA 19-586CA EXPENSES DESCRIPTION COST % MARKUP 1. Filing Fees Cost 10% 2. Printing Cost 10% 3. Reproduction Cost 10% , 4. Deliveries Cost 10% Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 15 November 27, 2018 Item #7 Page 175 of 274 MASTER AGREEMENT FOR SURVEYING SERVICES RIGHT-OF-WAY ENGINEERING SERVICES, INC. PSA 19-588CA THIS AGREEMENT is made and entered into as of the Jl~ day of NC1.~ , 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Right-of-Way Engineering Services, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in surveying. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to surveying. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 176 of 274 PSA 19-588CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 177 of 274 PSA 19-588CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC} latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 178 of 274 PSA 19-588CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 179 of 274 PSA 19-588CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Michael Schlumpberger Title Project Manager Address 615 South Tremont Street Phone Email -------------0 c ea n side, CA 92054 760-637-2700 mikes@roweng.net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 180 of 274 PSA 19-588CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 181 of 274 PSA 19-588CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 182 of 274 ... ,, PSA 19-588CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Right-of-Way Engineering Services, Inc., a California corporation (sign here) MJe.-l"'t':,/ .ScAla~ prc:t,,dt:t,../-- (print name le) ' By: (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District o the ity of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel See attached CA notary acknowledgment 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 183 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 01JOB1ac11:01 a B:o ca cs ~o:o:o:o:§:~:g:o:@ o :s:o:o:o:o:- A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of S.&i b:e~ } On Od:: g: ,J.(){fr 1 Date before me, u),rfce Ala/11::tav,te,,.y. dloliYr,/ PH-hlcc... Here ~rt N61n6 and nm! of the Officer personally appeared _ _.~c......:....:.,'_...c/4=.xcae,)...,__...__.,.3""e .... 1A"-'--'-'u .... Jet<..:...L..i0""-..:~=-.~~=----------------- I N• of SignerfS) who proved to me on the basis of satisfactory evidence to be the personli) whose name(iis/ar-e-subscribed to the within instrument and acknowledged to me that he/s~y executed the same in his/1'lef4Reir authorized capacity(ies), and that by his/h-effthe+r signature~ on the instrument the person(~ or the entity upon behalf of which the persolJ(g, acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~u~ OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description o ached Document Title or Type of Docum Document Date: ________ _.::,.....,. _____________ Number of Pages: ____ _ Signer(s) Other Than Named Above: -----""-~------------------- Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's me: • Corporate Officer -Title(s): ______ _ • Corporate cer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Li · d • General • Individual • Attorney in Fact • Individual Attorney in Fact • Trustee • Guardian of Conservator • Trustee • ardian of Conservator • Other: • Other: Signer is Representing: __________ _ Signer is Representing: __________ _ ©2017 National Notary Association November 27, 2018 Item #7 Page 184 of 274 Right-Of-Way Engi1'eering Services, Inc. Land.~.~~ying ,, ,J RESOLUTIONS ADOPTED BY UNANI1'v1OUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF RIGHT-OF-WAY ENGINEERING SERVICES, INC. A California corporation THE undersigned, being all the directors of RIGHT-OF-WAY ENGINEERING SERVICES, INC., A California Corporation, by this writing approve the following resolutions and consent to their adoption: WHEREAS, the Board of Directors of this Corporation, desires to grant to the Officers of this Corporation, the power to execute all corporate instruments and documents, or to sign the corporate name without limitation, each acting alone and without approval of signature of any other corporate Officer. NOW, THEREFORE, BE IT RESOLVED, thatMICHAEL L. SCHLUMPBERGER is hereby authorized and directed to act alone in signing any and all corporate documents of any kind or nature, and/or related instruments, for the benefit of the Corporation, on such terms and conditions as MICHAEL L. SCHLUMPBERGER, in his sole discretion, deems advisable in the best interest of the corporation. This consent is executed pursuant toe subdivision (b) of Section 307 of the California Corporations Code, and is to be filed with the Minutes of Board proceedings. Executed effective January 31, 2003. Michael L. Schlumpberger President Michael L. Schlumpberger Secretary -=- 615 S. Tremont Street • Oceanside, CA 92054 • (760) 637-2700 • FAX (760) 637-2701 E-Mail: row@roweng.net November 27, 2018 Item #7 Page 185 of 274 PSA 19-588CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of surveying tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Arial Surveying/Photogrammetric Services B. Geographic Information Systems(GIS) C. Potholing D. Property Acquisition Plats and Legals Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 186 of 274 PSA 19-588CA Right-of-Way Engineering Services, Inc. Discipline No. 17 Surveying Services EXHIBIT B-MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Michael Schlumpberger Supervising Land Surveyor $140.00 2. Joshua Tatman Senior Land Surveyor $120.00 3. Joshua Tatman CAD Draftsman $95.00 4. Land Surveyor, Field $175.00 Michael Schlumobern:er 5. Robert Gates Party Chief, Field $100.00 9. IOUE Local 12 Members Chainman, Field $85.00 10. SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. 2. 3. 9. 10. EXPENSES DESCRIPTION COST %MARKUP 1. Photogrametric Services Project Based 5% 2. 3. 4. 5. Master Agreement Consulting Services 14 of 24 Request for Qualification RFQ No.18-05 10 November 27, 2018 Item #7 Page 187 of 274 PSA 19-594CA MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES UNDERGROUND SOLUTIONS, INC. ~ THIS AGREEMENT is made and entered into as of the ~ day of b., t:€~ , 2018, by and between the Carlsbad Municipal Water District, a Public ~gency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Underground Solutions, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in utility locating 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 locating 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 While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors~ The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 188 of 274 PSA 19-594CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 189 of 274 PSA 19-594CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 190 of 274 PSA 19-594CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 191 of 274 PSA 19-594CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name T.C. Mueller Title Project Manager Address 120 N. Andreasen Drive Phone Email -------------Escondido, CA 92029 760-294-9449 mearme@usipothole.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 192 of 274 PSA 19-594CA parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 193 of 274 PSA 19-594CA a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 194 of 274 PSA 19-594CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Underground Solutions, Inc., a California corp · By: y: Adma Perez, Assistant Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad If// /j/ By: ~ 1'7$1,.ff ~;tt Hall, President ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 195 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. who proved to me on the basis of satisfactory evidence to be the person~ whose name(~ is/at'e'"" subscribed to the within instrument and acknowledged to me that he/s.bfi1thfiy executed the same in his/het/tMlr authorized capacity~and that by his/~r signature~n the instrument the person(~. or the entity upon behalf of which the person(~acted, execute e instrument. , \' I certify der PENAL of the ate of Californi is tru and correct. Place Notary Sea/ Above ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docu / / Title or Type of Document: _ __.,_.-<t...;<-1--1--------=---=-;__---Document Date: -~/i_:Q'--+-1/L__.____..{L~l~f_, __ Number of Pages: /() Named Above: ____________ _ Capacity(ies) Claim Signer's Name: _ _L~~~~-~~~i.,:~6' O(Corporate Officer -Title(s): _ _____,L--=-....,_,__.~"'°--1..--• Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator •Other: ______________ _ Signer Is Representing: _________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: ______________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 196 of 274 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 ~~~,G('~.;w~~,m~ ~See Attached Document (Notary to cross out lines 1--6 below) • See Statement Below (Lines 1--6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of >--0, ~ Seal Place Notary Seal Above Subscribed and sworn to (or affirmed) before me on this by (and (2) zq day of 5,,f /-,,.., b-<& Date Month , 20L2._, Year --------------), Name(s) of Signer(s) -=:::::::::::_ proved to me on the basis of satisfactory evidence to be the person(s) who eared before me. Signature OPTIONAL _____________ _ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: M~Sf't'/t ,,t}~;tH"" N,( """UJ D~ument Date: 7/&tl?' Number of Pages: ~ Signer(s) Other Than Named Above: ----.............._ --.......... ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5910 November 27, 2018 Item #7 Page 197 of 274 PSA 19-594CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utility locating and potholing tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Utility Research I Documentation B. Field Determination/ Documentation Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 198 of 274 ~ UNDERGROUND SOLUTIONS "~ POSITIVEID;., ~ STAFF ITEM NAME 1 Thomas (T.C.) Mueller 2 Travis LeiQh 3 Chris Mueller 4 Vince DominQuez 5 Adma Perez LOCATING l1-man crew\ ITEM NAME 1 Electromaonetic locatino 2 GPR locatino 3 Utilitv Vault Dios -each 4 Sonde/Push Rod locatino POTHC LING Nacmaster 4000 incl 2-men crew\ ITEM NAME 1 Pothole Service (PrevailinQ WaQe)per hour/reQ 2 Pothole Service (Prevailino Waoell'IAI' hour/oremium 3 Cold-Mix Asphalt (each) 4 Perma Patch / Rapid Set/Hot Mix Asohalt Repairs 5 Hot-Patch Asohalt Grind & Overlay (each\ 6 Traffic Control Plans Iner sheet\ 7 Traffic Control Plans-Enoineer-stamoed loer sheet) 8 Standard Traffic Control (oer day) 9 Maior Traffic Control lner dav\ 10 Niohttime Maior Traffic Control Iner dav) 11 Flaoman Service (oer man hour)-Prev Waae 12 Subsurface Utilitv Reoort 1 -5 ootholes) (each) Dioital Flash Card 13 Subsurface Utility Reoort 5 -10 potholes) (each) Digital Flash Card 14 Subsurface Utilitv Reoort 10-20 ootholes) (each) Diaital Flash Card 15 Subsurface Utility Reoort 20 • 30 ootholes) (each) Diaital Flash Card 16 Subsurface Utilitv Reoort 30 -40 ootholes) (each) DiQital Flash Card 17 Subsurface Utility Reoort 40 -50) ootholes) (each) Digital Flash Card 18 Additional Hard Coov of Utilitv Reoort ( each ) TITLE VP Field Operations Gen. Superintendent Foreman Plans/Permits Contracts/ Admin RATE $200/hr $250/hr $150/each $225/hr RATE $300/hr $350/hr $25/each $100/each $550/each $150/each $550/each $500 nerdav $1,000/oer dav $1,800/per niaht $75/hr $150/each $250/each $350/each $450/each $550/each $650/each $100/each 120 N. Andreasen Dr., Escondido, CA 92029 (760) 294-9449 www.usipothole.com 10 P SA 19-594CA HOURLY RATE $175/hr $150/hr $100/hr $100/hr $75/hr November 27, 2018 Item #7 Page 199 of 274 MASTER AGREEMENT FOR UTILITIES MODELING SERVICES KENNEDY/JENKS CONSULTANTS PSA 19-596CA THIS AGREEMENT is made and entered into as of the 2§.th day of hhrc\lv\ ~ , 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Kennedy/Jenks Consultants, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in utilities modeling. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities modeling. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager''). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 200 of 274 PSA 19-596CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 201 of 274 PSA 19-596CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecVlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 202 of 274 PSA 19-596CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 203 of 274 PSA 19-596CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Paul Chau Task Leader 9665 Granite Ridge, Suite 210 San Diego, CA 92123 858-676-7500 paulchau@kennedyjenks.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 204 of 274 PSA 19-596CA both parties. The representative receIvrng the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 205 of 274 PSA 19-596CA a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 206 of 274 PSA 19-596CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this. _____ day of ___________ , 2018. CONTRACTOR Kennedy/Jenks Consultants, a California corporation By~ J-° i4d----:-- CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary Distri f the City of Carlsbad By: (sign here) 'f?. tr:c..lc. -r: /../vs hv\/v.-ce.. ~•~-cJ~t- (print name/title) • ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 207 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness. accuracy, or validity of that document. State of California County of __ 'Q.~ "e, C'=>\ Ce., On Q~'ce.< __ 2-\-YO \ 'b ____ before me, -~'('()i___ho..\\ , ~0:!(,.~_llib \ \ C... __ _ Date Here Insert Name and 7'itre of the Officer personally appeared \/a,rr_·~c\L. T. 11\J..$7"00__~ ~cse(?b A. Name(s) of Signer(s) \tJ ~"'b\Q.,\A ) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) --15kre subscribed to the within instrument and acknowledged to me that ~/they executed the same in ~their authorized capacity(ies), and that by ~/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 0 0 ° KiMi°HALL <> 0 { COMM. #2161253 z Notary Public . California ~ Riverside County ~ My Comm. Ex ires Aug, 25, 2020 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document:_ \.J-0.!::>,-e,-l ~~~trecii fuc_J, .. L-\"\ \\::"rJeS. \-ADoe t5 Se,,(!L_eS Document Date: nc:. ¼:>'rec --~-:;)Ql&_ ______________________ Number of Pages: ~-JQ __ Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ?o.:\:I:\C,'L,..., T · \\v,.S:\nf"".I_ ✓corporate Officer -Title(s): V1LL~i"'1_~1.Qeo1' _ Partner -Limited r . General Individual Attorney in Fact Trustee _ Guardian or Conservator Other: Signer Is Representing: _________________________________ _ Signer's Name: kseQ'n (\. V\..lo~\~ -~orporate Officer -Title(s): fl-->~~. ect-e_t~ , Partner -Limited General -Individual Trustee .. Other: • Attorney in Fact Guardian or Conservator Signer Is Representing: _________ _ --------------------~~~-- ':(,'<.::<, 'C<,.'C{,.'C(,.'C(,'C<.,'C(,.'C<.,'C<., 'C<., 'C<.,'C<.,'C<.,'C<.,'C<.,'C<.,'Q,'C<.,'C<.,'C<., 'C,(,'C<., 'G(,'G(,'C<.,'C<.,'C<;<.X.,'C<.,'C<.,'C<.,'C<.,'C<.,'C<.,'C<.,'C<.,'C(,'C(,'C<.,'C<.,'C<J<X,'C<.,'C<.,'C<., 'C(,'< ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 208 of 274 PSA 19-596CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities modeling tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. CIP Prioritization (Supply/ Fire Flow/ Capacity Issues) B. Demand and Flow Projections C. Model Data Gap Analysis/ Recommendations D. Pressure Zone Analysis E. Shutdown/ Bypass Analysis F. Supply, Fire Flow, Capacity Assessment/ Recommendations G. Support (Water/ Recycled Water/ Sewer Models) H. Support with Inundation Modeling I. Water Quality Review Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 209 of 274 Master Agreement Consultant Services Rate Schedule UTILITIES MODELING, RFQ 18-05 / Discipline No. 21 Prices Valid through November 30, 2021 En ineer-Scientist-Specialist 4 En ineer-Scientist-Specialist 9 CAD-Technician Senior CAD Technician Pro·ect Administrator Administrative Assfstant Aide SUBCONSULTANTS Mission Consultin Jennifer Mae(/ Water Madelin Support · EXPENSES I Description I Cost I Milea/le I Federallv annroved miJeai;i:e rate Other Subconsultants TBD I Associated Proiect Costs* I $9.74* PSA 19-596CA Kennedy/Jenks Consultants $160 . $175 $190 .$205. $205 $205 $205 Task Lead· $230 $260 . $260 $275 $290 $110 $125 $150 $165 $125 ,,$105. $80 $150 %Markup '0% 10% * In addition to the above Hourly Rates, an Associated Project Cost charge of $9.74 per hour will be added to Personnel Compensation for costs supporting projects including telecommunications, software, information technology, internal photocopying, shipping, and other support activity costs related to the support of projects. 10 November 27, 2018 Item #7 Page 210 of 274 PSA 19-598CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT/CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES PROTEUS CONSUL TING \. 1 T,tllS AGREEMENT is made and entered into as of the ~ day of 1\/QJt)'v\~ 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and PROTEUS Consulting, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in utilities project management and capital improvement project implementation. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities project management and capital improvement project implementation. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 211 of 274 PSA 19-598CA 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. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 212 of 274 PSA 19-598CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 213 of 274 PSA 19-598CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 214 of 274 PSA 19-598CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Soma Bhadra Title Project Manager Address 4849 Ronson Court, Suite 208 -------~----- Phone Email San Diego, CA 92111 858-353-2805 soma@consult-proteus.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 215 of 274 PSA 19-598CA parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 216 of 274 PSA 19-598CA a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 217 of 274 PSA 19-598CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR PROTEUS Consulting, a California corporation (sign here) Pt:e~, c.lM-/c&o io/~/2c>1S (print name/title) By: k ~ (sign here) Secve.-k~ 10/2-)2018 (pri name/title) ' CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District o th City of Carlsbad By: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 218 of 274 • All-purpose Acknowledgment California only A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of s;O\'\ 0 \~C On \u\u:2-\ Ju\~ before me, Cd~ \o\tdo Sa\vdoJ )JD±os~ (hereinsertnameandtitleoftheofficer), I l personally appeared ___ S ...... , "'-' -=O_.._W\........,_(A'--_t-'-=":)~h---"'-'-'x"-'\r'-", ?\'-'------------------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/ her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ---~--++-4 +-""-~~11---:Z~~'--------- For Bank Purposes Only Description of Attached Document Notary Seal TypeorTitleofDocument /\wren1tn\ fix \lt\1::b.e\ l)\r1rv•1)t'X'f\Dd)tj Co~1m\ \'1"0\X'OytVY\Utt Yrnv:,D\ htf\tW\i1,f\kXhc 11 S~N' Lt'" -, f~A \l1-0c:w) c A Document Date DL\ohe{ d, .Q.mE Number of Pages --=1~1~---------- Signer(s) Other Than Named Above I I I DSG53S0CA (Rev 02 -05/17) FOO 1-000DSG5350CA-0 1 November 27, 2018 Item #7 Page 219 of 274 PSA 19-598CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities project management and capital improvement project implementation tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Implement/Manage Projects for Water/Recycled Water/Sewer Master Planning B. Business Process Improvements C. Front-End Support D. Data On-Boarding Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 220 of 274 PSA 19-598CA MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Soma Bhadra Project Manager $210.00 2. nm Smith Water Lead $180.00 3. Bill Pearce Recycled Water Lead $180.00 4. Steart Seymour Sewer Lead $180.00 5. lraj Asgharzadeh QC/ Government $180.00 6. Whitney Sears Technical Analyst $150.00 7. Carolyn Ellis Project Associate/ Analyst $150.00 8. Steffani Seiler Environmental Engineer $130.00 For other professionals as needed, please see attached Rate Schedule. EXPENSES • Mileage will be charged at IRS rated with 0% markup. • Copy serviced will be charged at cost with 10% markup. • Subconsultants will be charged at 10% markup. Master Agreement Service 10 RFQ no. 18-05 November 27, 2018 Item #7 Page 221 of 274 PSA 19-598CA STANDARD SCHEDULE OF CHARGES City of Carlsbad/ CMWD -Master Agreement Services Engineering Project Manager Senior Engineer II Senior Engineer I Project Engineer Ill Project Engineer II Project Engineer I Technical Analyst Business Analyst Effective July 1, 2018 through the Term of Agreement $210.00/hr Designer $180.00/hr Assistant Designer $170.00/hr $160.00/hr Office $150.00/hr 3D Graphic Artist $140.00/hr Graphic Artist $155.00/hr Senior Writer $155.00/hr Technical Editor Clerical Administration $135.00/hr $125.00/hr $150.00/hr $140.00/hr $155.00/hr $130.00/hr $ 90.00/hr Forensic Engineering -Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00 times normal rates. Emergency and Holidays-Minimum charge of two hours will be billed at 1.75 times the normal rate. Material and Outside Services -Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.10 times the direct cost. Travel Expenses -Mileage is billed at the Federal IRS rates per mile. Per diem where overnight stay is involved is charged at cost. Invoices, Late Charges. -All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within thirty (30} days from the date of the invoice. Client agrees to pay a monthly late charge equal to one percent (1%}. per month of the outstanding balance until paid in full. 4849 Ronson Court; Suite 208; San Diegci/Ca'lifornia 92111 . Phone: +1858 3S3 2805 Email: soma@consult-proteus.com 11 November 27, 2018 Item #7 Page 222 of 274 PSA 19-600CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT/CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES WATER SYSTEMS CONSUL TING, INC. THIS AGREEMENT is made and entered into as of the 7-00'\ day of NowW\~ 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Water Systems Consulting, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in utilities project management and capital improvement project implementation. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities project management and capital improvement project implementation. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 223 of 274 PSA 19-600CA 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. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 224 of 274 PSA 19-600CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 225 of 274 PSA 19-600CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 226 of 274 PSA 19-600CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Kirsten Plonka Project Manager 805 Aerovista Place, Suite 201 San Luis Obispo, CA 93401 805-457-8833 kplonka@wsc-inc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [8J No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 227 of 274 PSA 19-600CA parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 228 of 274 PSA 19-600CA a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23.-JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor ar:iy part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 229 of 274 PSA 19-600CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Water Systems Consulting, Inc., a ~;lifow~ (signhere) J~y Sz_-t~ ~~~ (print name/title) By: (sign here) J~J~,,,_ s~~ (print name/titfe) / CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of he C"ty of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. ,···········~ ~ @ Nota~::u~l~~R~~~ornia ...;iC,:.,_o __ ~_..p __ A __ ; San Luis Obispo County q,a1rman, Commission# 2210128 esident or My Comm. Expires Aug 14, 2021 '.d .._ ________ ,.•ce-Pres1 ent Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By~~ eputyGeneralo ~el 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 230 of 274 PSA 19-600CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lmplemenUManage Projects for Water/Recycled Water/Sewer Master Planning B. Business Process Improvements C. Front-End Support D. Data On-Boarding Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 231 of 274 .,,_ ~wsc :#__.....----.... _- ···•,-:ill-- -•~ WATER SYSTEMS CONSULTING, INC. PSA 19-600CA Discipline 22: Project Management/CIP f mplementation Classifications and Rates Name Labor Classification Hourly Rate Jeffery Szytel Principal $280 Jeroen Olthof Senior Engineer V $260 Joshua Reynolds Dylan Wade Justin Pickard Senior Engineer IV $245 Scott Duren Kirsten Plonka Senior Engineer Ill $230 Laine Carlson Senior Engineer II $220 Christy Stevens Senior Engineer I $210 Daniel Heimel Lianne Westberg Michael Cruikshank Senior Hydrogeologist $210 Holly Tichenor Outreach Specialist/Facilitator II $200 Christopher Malejan Associate Planner/Engineer II $185 Jasmine Diaz Associate Planner/Engineer I $175 Michael Goymerac Matthew Rodrigues Staff Planner/Engineer Ill $165 Antonia Estevez-Olea Staff Planner/Engineer II $155 Adam Rianda Rebecca Nissley Kaylie Ashton Emily lskin Staff Planner/Engineer I $145 Adam Donald Assistant Engineer $135 Kendall Stahl Brittani White Communications Support $110 10% mark-up on direct expenses Standard mileage rate $0.545 per mile (or current Federal Mileage Reimbursement Rate) Airplane mileage rate $1.21 per mile (or current Federal Airplane Mileage Reimbursement Rate) Pricing shall remain firm for the three (3) year term of the Agreement. PO Box 4255 I San Luis Obispo, CA 93403 10 www.expectwsc.com November 27, 2018 Item #7 Page 232 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Ca!mia I .. .-{~ \ ~. Cour,r of~v{l l\ ~6 U _tt1\5fD \ j _ , . n . On ~her J, ~(B before me, Ktx~ b I Mexn u I Nn±<Ary r_~l-16: Date <~ (\ ( < -.,~H re,rsert Name and Title of the Officer personally appeared -~0J:. .... _~-c....~:r_d'~16rt1_--+-_5=2~~&---....,_1-+~-<-~------------------a ame(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············~ KAYE. MERRILL : a-Notary Public-California z i < · -San Luis Obispo County ! Commission# 2210128 My Comm. Expires Aug 14, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTTONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________________________ _ Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: ______________ _ • Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 233 of 274 PSA 19-603CA MASTER AGREEMENT FOR WATER/RECYCLED WATER ENGINEERING SERVICES INFRASTRUCTURE ENGINEERING CORPORATION AGREEMENT is made and entered into as of the ;2 ~ day of 4,..-:>oL..:...-.;;....::._..i...;;:;__,,,~-· 2018, by and between the Carlsbad Municipal Water District, a Public gency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Infrastructure Engineering Corporation, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in water and 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 and 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 (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 234 of 274 PSA 19-603CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 235 of 274 PSA 19-603CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly,agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 236 of 274 PSA 19-603CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 237 of 274 PSA 19-603CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Robert S. Weber Title Project Manager Address 14271 Danielson Street Phone Email -------------Poway, CA 92064 858-413-2400 rweber@iecorporation.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [Z] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 238 of 274 PSA 19-603CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 239 of 274 PSA 19-603CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 240 of 274 PSA 19-603CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Infrastructure Engineering Corporation, a California corporation I ( sign here) ;J(jkf 5 /f/eW /i"s,Jeptr (print name/title )I By:'-)/~,~ (sign here) '/4 '-~ _5 k(i ...J ~re c-v-~ ~ ✓-{f (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District o th City of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, General Counsel By 4f.Q,l. Qif= eputy General ouris 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 241 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of SAJ D/EGD ) On 5£ff, 2<1, d{)/f before me, NA-Mex M. CA-MUA, l1/D1lt8f f?U(jLJC, Date Here Insert Name and Title of the fficer personally appeared ~ Of3£'~T I.A/£f>~f1 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~ whose name~) is/ai:e- subscribed to the within instrument and acknowledged to me that he/al-lef-ti"le, executed the same in his/h0r4h0ir authorized capacity~, and that by his/t.:i0t:4heir signature(~ on the instrument the person~), or the entity upon behalf of which the person(e,-acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ Though this section is optional, completing this information can deter alteration of the docu fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document; ---------------~""""------------ Document Date: -----------------------=~=- Signer(s) Other Than Named Above: ------------,.,,-,::.---------------- Capacity(ies) Claimed by Signer(s) Signer's Name:---------~---• Corporate Officer -Title(s): __ __,,_=----- CJ Partner -• Limited • Gen • Individual [l Attorn lJ Trustee •Other:--~------------- Signer's Name: ___________ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General [l Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: ______________ _ Signer Is Representing: ________ _ 016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 242 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SAtJ Df J;'(i 0 .. On 5 err. ~~~ Jo J 1 b,efore me, f./.'---'----'--!.:...L.>,~'--'---l---'-----\..4-µ..LL...f,.,4C~_L_!_>C...LL,1--L-J...J~....!....__::.~"----=---- personally appeared VL t/f f St-/A-W Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~ whose name{&.) is/aFe subscribed to the within instrument and acknowledged to me that -fte/she/.tl=!ey executed the same in -Ai6/her/t1::1Qir authorized capacity~, and that bymsiher/~ signature(e} on the instrument the persor,f-5), or the entity upon behalf of which the person(s) acted, executed the instrument. i············1 ... ~\c~t.~•~·~:, NANCY M. CAMBRA -: '· Notary Public -California j ! -? ~ San Di~o County ! ' • ' Commission# 22'41350 - ••uo••' My Comm. Expir~s Jun 2, 2022 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document.Qr fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: -------------------.....,,,,."""--------- Document Date: __________________ _ Signer(s) Other Than Named Above: -----------~'-------------- Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ er's Name: ____________ _ [_ I Corporate Officer -Title(s): ______ ____ 1:J Corporate Officer -Title(s): ______ _ [J Partner -• Limited • General • Partner -• Limited • General I ~ Individual I I Attorney in Fact rJ Individual • Attorney in Fact i l Trustee r~J Guardian or servator [7 Trustee • Guardian or Conservator l~ Other: _______________ _ • Other: _____________ _ Signer Is Representing: ___________ _ Signer Is Representing: _________ _ otary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 243 of 274 PSA 19-603CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of water and recycled water engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Constructability Review/Owner's Representative B. Dam/Dam Improvements/Reporting/Emergency Action Plan Support C. Pressure Reducing Stations D. Recycled Water Systems Design and Modeling E. Recycled Water Retrofits F. Regulatory Agency Coordination/Reports/Studies G. Tank and Reservoir Studies and Design H. Water System Design and Modeling Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 244 of 274 PSA 19-603CA FEE SCHEDULE MASTER AGREEMENT RATE SCHEDULE Rates valid through Term of Agreement. Robert Weber, PE Principal-in-Charge 3. David Padilla, PE, QSD/P QA/QC Review $235 4. ! Amy Czajkowski, PE, CCM, QSD/P Constructability Review/Owner's Rep. $250 5. Scott Adamson, PE, QSD/P Task Manager $210 6. Arie Gnesa, PE, DBIA Task Manager $220 7. Rick Kennedy, PE Task Manager $220 8. Jane Costello, PE Task Manager $220 9. Jamie Fagnant, PE, QSD Task Manager $185 10. Shyamala Raveendran, PE Task Manager $200 11. Jiajia Huang, PE Staff Engineer $170 12. Gary Rush, PLS Surveyor $170 13. Romi Iida, PE, QSD/P Staff Engineer $185 14. Brianna Lutes, PE Staff Engineer $170 15. Anthony Salvani, EIT Staff Engineer $155 16. Terry Sweitzer CADD Designer $145 Thomas Keller, PE, GE -GEi 2. Jeffrey D. Brown, PG, CEG -GEi Dam Engineer $212 3. Alex Bucher, PE -AEGIS Task Manager $165 4. . Tranh Huynh, EIT-AEGIS Staff Engineer $125 5. · Guy Kelsey, PE, SE -Kelsey Structural Structural Engineer $195 ----------------- 6. Matt Stone, PE, SE-Kelsey Structural Structural Engineer $175 ---·--- 7. 1 Gregory T. Farrand, PG, CEG -Ninyo & Moore Geotechnical Engineer $178 -------·-·------------·-·---8. Madan Chirumalla, PG, GE-Ninyo & Moore Geotechnical Engineer $168 9. Joe Moraes, PE -Moraes/Pham & Associates Electrical Engineer $200 10. Richard F. Yeager, Jr., PE -RF Yeager Engineering Corrosion Engineer $160 11. Randy J. Geving, PE -RF Yeager Engineering Corrosion Engineer $155 i *Staff may have different labor classifications and rates. Subconsultants will be billed at cost plus %10 unless specified otherwise in the agreement. i fklmbursable Costs 1 Repmt1uction. special photography, postage, t1elivery seNices, express mail, printing, travel, parking. anti any other specialty services performed by I subcontractor will be billed at cost plus ¾15. I Mileage will be billed at the current lRS allowed rate. City of Carl$1)ad Master Agreement Consultant Services RFQ No. 18-05 Discipline Category No. 25 -Water/Recycled Water Engineering 10 J I ~ IEC November 27, 2018 Item #7 Page 245 of 274 PSA 19-604CA MASTER AGREEMENT FOR WATER/RECYCLED WATER ENGINEERING SERVICES KLEINFELDER, INC. THIS AGREEMENT is made and entered into as of the ~~ day of :N O\r:£\M~tt---; 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Kleinfelder, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in water and 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 and 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 (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 246 of 274 PSA 19-604CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 247 of 274 PSA 19-604CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 248 of 274 PSA 19-604CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 249 of 274 PSA 19-604CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Marc Weinberger Title Project Manager Address 550 West C Street, Suite 1200 -------~----- Phone Email San Diego, CA 92101 619-831-4600 mweinberger@kleinfelder.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 250 of 274 PSA 19-604CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 251 of 274 PSA 19-604CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill I II Ill I II Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 252 of 274 PSA 19-604CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Kleinfelder, Inc., a California corporation By9· , ______ ,/,· ~ .)~~t:~ (sign%r.e) 3cL" /\,\;v csr,,; ·-.z..t<J,.g__t~ , Sv. Vi? (print name/title)' (sign here) <\"'\ <.? L G \ ~'ice..\ c~~'"'\~l-e \J,-~C.~"'WlL... t P....-.\~~..J-~Cc. (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: 1ttr.~ att Hall, President ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 253 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sa W"\ :t::> \. ee,c.,l } On \ 0 -u \ -ci. c, \ f; before me, Sc..'""'°'Ot\,,,.G\. S9'-&J'-fC C N c. \C\. r ';f Date Here Insert Name and Title of the Officer personally appeared ____ D~_C<--'-~~-~B~-r_cc.~"'--l"V"\_~S~C----------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~whose name,are subscribed, to the within instrumen nd acknowledged to me that@she/they executed the same in i her/their authorized capacity(i:_1and that by@her/their signaturej81 on the instrument the perso , or the entity upon behalf of whic~~~' person_practed, executed the instrument. 1············1 SAMANTHA P!YANNE SAWYER :@ .. ~, Notary Public -Californiil 2 } :·· San Diego County ! · . . Commission# 2230124 My Comm. Expires Feb 2, 2022 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________________________ _ DocumentDate: ______________________ Numberof Pages: ____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: D Corporate Officer -Title(s): ______ _ • Partner -• Limited • General D Individual D Trustee D Other: • Attorney in Fact • Guardian of Conservator Signer is Representing: _________ _ Signer's Name: D Corporate Officer -Title(s): ______ _ • Partner -• Limited • General D Individual D Trustee D Other: • Attorney in Fact • Guardian of Conservator Signer is Representing: _________ _ o:o:o 0:0:0lOOfflffl:11:~:o:o:o:o:o:o:0:0:o:o u:1J:o:o:o:o:o:o:o:o:o:o:o:o:o:o:~ ©2017 National Notary Association November 27, 2018 Item #7 Page 254 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ~ Y"'\ ~\· C?§C On \d -0'3-°olO \~ before me, Date } ~VV\O\r"-\-~ S-~~'--/C,..-, Notc,.r ~ Here Insert Name and1Title of1the Officer M,lb\,c_ personally appeared ____ =s=~~6~V"\~V'\......__~~~~O-S~::S.~q-"l.....~9,~~~~~h~---------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person{:,(whose name~ "57}lre subscribed to the within instrument and acknowie ed to me that~she/they executed the same in<t1§11ier/their authorized capacityvefs), and that by is/ er/their signature'8f on the instrument the personM, or the entity upon behalf of which the person~ ac ed, executed the instrument. 1············f . _ SAMANTHA RYAN NE SAWYER : a·~~ Notary Public -California z J , ~1 San Diego County ! '-· . Commission # 2230124 My Comm. Expires Feb 2. 2022 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __ A4--Q __ ~-----k---~-+------ Signature of N~ic OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________________________ _ Document Date: ______________________ Number of Pages: ____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other: Signer is Representing: _________ _ Signer is Representing: _________ _ ©2017 National Notary Association November 27, 2018 Item #7 Page 255 of 274 PSA 19-604CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of water and recycled water engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Constructability Review/Owner's Representative B. Dam/Dam Improvements/Reporting/Emergency Action Plan Support C. Pressure Reducing Stations D. Recycled Water Systems Design and Modeling E. Recycled Water Retrofits F. Regulatory Agency Coordination/Reports/Studies G. Tank and Reservoir Studies and Design H. Water System Design and Modeling Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 256 of 274 PSA 19-604CA RATE SCHEDULE . . MASTER AGREEMENT RATE SCHEDULE Prices valid through December 31, 2021 ------ STAFF NAME: ·., ... 1 Ed Matthews 2 Duff Joseph 3 Sava Nedic 4 Richard VanderSchaaf 5 Robert Motschall 6 Marc Weinberger 7 Charlie Larson 8 Jeffrey Woon 9 Mark Plotnikiewicz 10 Miguel Colon 11 Laura Nolan 12 Rachel Norris 13 Aaron Johnson 14 Cliff Clermont 15 Art Garcia 15 Shawn Stewart 16 Bryan Webb 17 Bardia Hashemi 19 Trevor Shackelford 20 Ciara Pino 21 Mark Decastro 22 Laura Anderson 1 Alex Bucher/ Aegis EM 2 Tranh Huynh/Aegis EM 3 Mark Hueth/Aegis EM 4 Joe Moraes/Moraes Pham 5 Tracy Adams/ Moraes Pham 6 Gerry Green/ Moraes Pham 7 Scott Nelson/ Moraes Pham 8 Andrew Herrera/Moraes Pham 9 Dan Gero/ Moraes Pham 10 Ignacio Baiz/Moraes Pham 11 Brian Briones/V&A Consulting Engineers, Inc. 12 Clinton McAdams/V&A Consulting Engineers, Inc. Page l 10 .. - ---- TITLE .. . . .. ·· ·._. ,·J'iol.l'RlY'RATE Principal-in-Charge $255 Senior Principal Engineer $250 Senior Principa[ Engineer $250 Senior Principal Engineer $250 Senior Principal Engineer $250 Project Manager $225 Principal Engineer $225 Principal Engineer $225 Principal Engineer $225 Principal Engineer $225 Principal Engineer $225 Senior Engineer $180 ProJect Engineer $170 Project Engineer $170 Project Engineer $170 Associate Engineer $150 Associate Engineer $150 Associate Engineer " $150 Associate Engineer $150 Assistant Engineer $125 CADD Technician $100 Project Administrator $95 Project Manager $150 Assistant Engineer II $120 AWWA Cross-Connection Specialist/Inspector $107 Principa I-in-Charge $200 Principal Electrical Engineer $200 Principal Electrical Engineer $200 Principal Electrical Engineer $200 Engineer $150 CADD $100 CADD $100 Project Manager $232 Project Engineer $194 City of Carlsbad-Master AgreementConsultingServices (city of Discipline 25-Water/Recycled Water Engineering Services Carlsbad C~lifo~ni.zi -----~----~----· -----·---·--·-··. November 27, 2018 Item #7 Page 257 of 274 I RATE SCHEDULE .. . -~ 13 Michael Schlumpberger/Right-of-Licensed Land Surveyor, Office $140 Way Engineering 14 Joshua Tatman, Right-of-Way Survey Supervisor, Office $120 Engineering 15 Right-of-Way Engineering Field Surveyor $205 16 Right-of-Way Engineering Survey Technician, Office $105 17 Right-of-Way Engineering Field Survey, Control and Large Boundary $365 1 Mileage $0.545 per mile 0 2 All Other Costs At Cost 10% Note: Hourly charges include provisions for normal overhead costs such as fringe benefits, office rental, utilities, insurance, clerical services, equipment, normal supplies and materials, and in-house reproduction services. Page I 11 City of Carlsbad -Master ;,_greement Consulting Services (ci!Y of Discipline 25-Water/Recycled Water Engineering Services Carlsoad C ti l if or r, i .i. November 27, 2018 Item #7 Page 258 of 274 PSA 19-605CA MASTER AGREEMENT FOR WATER/RECYCLED WATER ENGINEERING SERVICES MICHAEL BAKER INTERNATIONAL ,JHIS AGREEMENT is made and entered into as of the 2~ day of NQ-r(.,~ , 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Michael Baker International, a Pennslyvania corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in water and 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 and recycled water engineering. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 259 of 274 PSA 19-605CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 260 of 274 PSA 19-605CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 261 of 274 PSA 19-605CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 262 of 274 PSA 19-605CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Timothy Thiele Title Project Manager Address 500 Grant Street, Suite 5400 ______ _.._ _____ _ Phone Email Pittsburgh, PA 19103 760-476-9193 tthiele@mbakerintl.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and 5 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 263 of 274 PSA 19-605CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of 6 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 264 of 274 PSA 19-605CA which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 265 of 274 PSA 19-605CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Michael Baker International, a Pennslyvania corporation ~#~-(sign here) .:JtJl/til //, f//J12J21s-Vce/JReS1a4 (print name/title) q /z-7 /II} By: 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: -111tdlll Matt Hall, President ATTEST: Barb ~:t:ttt!~_f_l.~BM...~~J.LL.(r!::J._~rJcl/l.s.=TNf)t If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 266 of 274 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of f:,o.,n))\--e.<t:,P ) personally appeared Yann \\ t \\°'-v,\S who proved to me on the basis of satisfactory evidence to be the person~) whose name~) is/,if6, subscribed to the within instrument and acknowledged to me that hc/shotthoy executed the same in his/her:.'thoir authorized capaci~, and that by hicll=ler.4heir signature(t) on the instrument the person~). or the entity upon behalf of which the person(.t) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~)\,~ \. I •... w,. NEVA M. COBIAN f Ii: i .,_ · Commission No. 2188922 • ~ .. ' . NOTARY PUBLIC -CALIFORNIA ~ SAN DIEGO COUNTY ! · Commission Expires March 31, 2021 I (Seal) November 27, 2018 Item #7 Page 267 of 274 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of O ro..-01 ~ On SqJ;,,,y,~J-t ,J..eJ/8 before me, c."'-.-ct~4-"1Ul'?_,, 1-Jc?'fu.-ft'r'; /J.ii It~ Date I Her-e Insert Name and Title of the Officer personally appeared --~fd~_/'_CAtl.,U,~~~f_li~i,,_,_/~M..~A..~v\.~--------------./ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. CINDY OKAMOTO Notary Public -California Orange County Commission# 2171175 Comm. Ex ires Nov 7, 2020 Place Notary Seal Above z z l> I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached DoCment 17'1 I . I ~ fr/J~/.1-Jf -!AO:f(!_ A- Title or Type of Document: i'7 o-ru>-rtsit>Cf-J{L/.U,t,, Document c5"ate: _______ _ Number of Pages: ___ Signer(s) Other Than amed Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ----------,~-=----~,s.u::w~.5!!.!..~=-------------- ' Corporate Officer -Title(s): ______ _ Partner -r Limited I r General . Individual Attorney in Fact Trustee Guardian or Conservator Trustee Other: _______________ _ Other: _____ _ Signer Is Representing: _______ _ Signer Is Representing: ---~-------- ;(,."C(,"C(;.'C(;.'C(,"C(,."C(,"C(;.'C(,-'Q:,'C(;'C(,'C(,"C(,'C(,'C(,'C(,'C(,-'<;(,"C(,.~'C<,'C(;,'~:,(,"C(,.'<,:,(,"q(,"C(,"U(,"C(,"C($<,[(,'C(;,'C(,~-'<!-<,'C(;'Y(;,'C(;.'C(,"U<,"U(,"G(,"C(,-'C(;,'C(,'< ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 November 27, 2018 Item #7 Page 268 of 274 PSA 19-605CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of water and recycled water engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Constructability Review/Owner's Representative B. Dam/Dam Improvements/Reporting/Emergency Action Plan Support C. Pressure Reducing Stations D. Recycled Water Systems Design and Modeling E. Recycled Water Retrofits F. Regulatory Agency Coordination/Reports/Studies G. Tank and Reservoir Studies and Design H. Water System Design and Modeling Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 November 27, 2018 Item #7 Page 269 of 274 (city of Carlsbad FEE SCH EDU LE P SA 19-605CA . Master Agreement Consultant Services 25. WATER/rU:CY(ft.ED WATER ENmNEERiNG Pricing shall remain firm for the three (3) year term of the Agreement. Michael Baker Staff NAME ! TITLE HOURLY RATE 1. John Harris, PE, CQM 2. Dan Smith, PE 3. Carlos Mendoza, PE 4. Joel Bowdan, PE 5. Wayne Papac, CCM 6. Scott Jenkins, Ph.D. 7. Mujahid Chandoo, PE 8. Sal Sheikh, PE 9. Karl Meier, PE 10. Brad Mielke, PE, SE 11. Ken Zaklukiewicz, CFPS 12. Marek Przywara, PE 13. Greg Gomez, PE, QSP, CISEC 14. Staff 15. Staff 16. Staff 17. Brandon Lacap, PE 18. Kyle Wood, PE 19. Greg Postlewaite, PE 20. Staff 21. Staff 22. Staff 23. Staff 24. Shirley Reppert 25. Aharon Weintraub 26. Hilary Ellis 27. Richard Roldan 28. Richard Missell 29. Amanda Saour 30. Staff 31. Staff Michael Baker INTERNATIONAL Senior Project Manager $245.00 Project Manager $230.00 Project Manager $230.00 Project Manager $230.00 Senior Constructability Reviewer $230.00 Senior Technical Manager $245.00 Project Manager $230.00 Technical Manager $210.00 Technical Manager $210.00 Technical Manager $210.00 · Technical Manager $210.00 Technical Manager $210.00 Constructability Reviewer $160.00 Engineer $18S.00 Senior Planner $185.00 Landscape Architect $175.00 Project Engineer $175.00 Project Engineer $175.00 Project Engineer $175.00 Project Planner $155.00 Environmental Specialist $150.00 Design Engineer $160.00 GIS Analyst $150.00 Designer/ Planner $130.00 Designer/ Planner $130.00 Graphic Artist $110.00 Design Technician $115.00 Design Technician $115.00 Design Technician $115.00 Engineering Aid / Planning Aid $85.00 Office Support/ Clerical $75.00 10 'Master Agreement Consulting Services Discipline 1125. Water I Recyded Water Engineering November 27, 2018 Item #7 Page 270 of 274 {Ciryof Carlsbad Survey Personnel NAME 1. Staff 2. Staff 3. Mark MacFarland, Pl5 4. John Bistowski Expenses DESCRIPTION l. Mileage 2. Copy services 3. Blueprinting, Reproduction, Messenger Service, and other Direct Costs 4. Subconsultant Management Fee Subconsultant PSA 19-605CA Master Agreement Consultant Services 25. WffellER/R~CYClEO WPi'fER EU'llGiNEERRNG TITLE HOURLY RATE 2-Person Survey Crew $290 1-Person Survey Crew $175 Licensed Surveyor $200 Reid Supervisor $180 COST % MARKUP At the IRS approved rate N/A At cost 10% At cost 10% At cost 10% Geotechnical subconsultant, Ninyo & Moore, (see attached Fee Schedule) Michael Baker INTERNATIONAL 11 Master Agreement Consulting Services Disdpline #2S. Water/ Recyded Water Engineering November 27, 2018 Item #7 Page 271 of 274 AIRX Utility Surveyors, Inc. PREVAILING WAGE RATE SHEET June 20, 2018 Pricing on this document is valid for 90 days from the date above. Prepared For: Michael Baker International Project Name: Project Location: City of Carlsbad SOQ -Category #25 WaterfRecycled Water Engineering City of Cartsbad Total Number of estimated Potholes: Project Management & Report Preparation Project Management On Site/Records Resea~h/Report dra!ting/AC1m1n. Specialty Training \'.'/Mob (AnUc,pated]: Name of Training Potholing Potholes Less Than 5· Deep Pot11<>les s-to 8' Deep Pothole,, O' lo , ~-Deep Potholes 11' or Deeper/Trenches (Hourly) Daily Rate: 1 Vac Truck & 1 Supp Truck USA Mark-Out/ Standby Coord. I 0A & QC Pothole Layout w/Mob Mobilization: Hydro-Vac Unit. SuP,POrt Trk & 2 Man Crew• Wet& Dry Utility Locating Locating -1 Man & Equipment (Elec, Mag, Sonic. Gl'RJ CCTV Vi<:feo & Locating (2 Man Crew & Equip) -HoUt1y Rate CCTV Video & Locating (2 Man Crew & Equip) -lF Rate .. Mobilization: Locator or CCTV Unit & Crew"' Traffic Control Traffic Contro~'ROW plans -11"X17" Traffic Conuol/ROW plans -D Sheets Permit processing Minimal Traffic Control Equipment (wlCCTV only! Bike Lane, Shoulder or Narrow Lane aosure (Excludes ArrowBo;;rcl) Small Intersections/Standard Lane Closures (Up to 50(Y:,. tapers) Large fnlersections/Mulliple Lane Closures Aelditional Arrow Board Night Work Premium Certified i=lagman / Addti Laborer Concrete and Asphalt Patching Aquaphalt Permanenl Patch w/Saw Cut AC Cold Mix or Quick Set Concrete Patch W/Saw Cut Backfill -Sand and Nati\e Soil AC Hot Mix Patch wfSaw Ct.Jt Coring -12• Diameter Sidewalk; Panel Replacement Additional Notes, Fees & Exclusions: 1•• All meblL::atk,n I:c charpd pormt to po,Ull. 1-) cr:rvin~poctionfaotoS10 m[nfrnum i:a 800 L.Jl'por d:i,yothal"W'bo prlc.lri51 rvVQrt:, to Uw fiouirtyr~tv. e:t~co 11otkiw:: for LIP to XX potholo loc:itlon; ~nd XX hours or l.ltility lo~~ttn;. No. Flagmen· No.:_;.._"-",,c. .. _::"',oc., hours@ No.:· · :o. hours@ No.: O. hours@ No.: · · •.o· @ No.: 0 @ No.:. ::::·:·;o·. @ No.:···· .:o @ No.: .e· days @ No.: ...._ __ ;;;,.;a;;;;· -~·· ·..:o_·· hours@ No.: o hours@ No.:~···'-'-'-'-"~""··O'-'-. hours@ No.: .a. hours@ No.: :a LF@ No.:. . ·. 0 hours@ No.:_.-'-'-'-""'"'"-·.-'-: .-'-0-'-. No.: -"'~~'-'--'-'O_· @ No.: -'-""~...:.......:.::'O,_. · hours @ No.:< · -:.o · each@ No.:, > 0 each@ No.: ... :..._O·, each@ No.::-0 each@ No.:: ..... ,0. days@ No.:• _o nights @ :o;.·_::,:_· ;::$,_175··. porh:k.!tlor Ne.::.:..-,,,.· '.<:o No.:::. ·,·. ,·::.:o No.: 0.'. No.: '.0·, No.: =~""'-'c:..·...::o,_ No.:_· '-"-'='--:"-·.:-'·:;;;;·O~ @ @ @ @ • This 0$tI11M111tt ~ iho pro-..i:;.ion for pir'o•illng w"gc,. Pr-•I/Ing W•p r«.:s -aro ~•rby Cho C.Woml:t 0.~rt,r,.u,tof ~trill/ R•l•tion:I (DIR) •nds~ lo clanp •nnually por DIR ,,.tpBiftJ~ Ffttlo~prpvdlngw:,go mtos wltl aW, apply If ;,JJPff,t;.ttH. • Thls i.1:; an Mlirn.t:ito only based cm llml\o~ lnfo~11ott pn,~od. Ad)l#CftJolJt:s, ehar,ge:s and ~poaso to •ct,.gl n.ld r:ond'rtJOM nr.-y Incur addod Co$h. Brr''mlfmmrdrnmtctmctu«lwont trPW? Wnmtod: m,r,m,1; «offm:s:t:1W,rMm1 ac:mdi&d • 0-Bid &dgo foo wlll .:ippty unla~:; ~pon:.orc~ or o~cor,: I:: -pro,.;dod. • Cliont to foclllt.;to .:icco$.$ ti:> :;l:o :ind utllityc.'.lbino~ or r:;icltLUas In the ~ri;;i.::. AlrX .:il:.o roquc:;.::: copio3-or .::2vail:,.blc ,:,~-!:luPt m,.::2,c,:i. rc.1.::i,Jri9 to th~ proJoc.t. • Poltlolll\Q and Bcavatlon r.1te applies to t>,>leal condition$ of asphalt cir eonaete surface maieriar 6" -8" 1n depd, ~ dig.Qblo $oil condition$. &Gesslve sutiaco motoriDI, toncrete t>ene.ath ::isphtilt. C:Obbto, don:.e day, CT8 b.o:se, !llurry, a.tiche or other medium 'MU be charged al U,o ~ovrtyrate tistod on Shi$ e:stim&to. • Utllttyt..ocatJng: Minlmum Ch:IJ'gct of 2 m.:in hours. for Loe:rtlr,g. CCTV Rat&$ ate bllStld on typieal condidon::.. Cond'ttior,~ !;udi 8.$ ~nda.rd elbows, ~::e o!plp11 and /imftod or no occtts:dbJlltymaypr&velJI CCTV IOcofing & inspec/Jon ofutRily. L~l/ng vll) CCTV j~ Jrmilod ffd1Joporthan 5 fool and notguaratnood duo to ec,uJpmont llmftafiont, CC1V pn"ciTlfl oxdudo:JotrJn9 olplp11. • UtJIJty ~r1clng: Utnilias pn,v;ouslymarlu1d and subsoqi,ontfyloat dut-lo co1tditi011$ beyond ourccrrt,ol sh.ii nol b4 th,: ,-sponslbifl,Y of AIRX. Fl.(J-m!Jrl<lf'l9 wiJJ bo d,1,up•rJ at lh• ul/Jity tocn"ng 12/0 indleat,,d on lh/:;os/JmaJ.e. • Tr;,,l?lc can•ol and ~JghtofWayptun dr.iwfng b on 1'1'.'"Xt7~ :,.hoc ts, I( 0 Stiocb ~,o roqulrod, Dddl~onaJ foes wilt appl) • Permltroesi ~l'IQMofw.,yorlr:aniccontroJ ~hn.--•w~r,dduPQSlb:.a.n, 'it, lldd<!l:on101h• EbtiMataTot:21.I. The>T;ofaoswill bo paid b)>AlrXon<lchaf'011Jd))o~ lo lh• C1'4ntat cast plii~ 10"'4. Alr?C c.a11not guarantee turn-aroundtlm._ tor P.,f'Mlt p(O¢••s. • SW\dard ftfflc corurol indudeS all signs. e.D1'1'1t$, banieJ.des. slgl'I s:tainde, .21nd caution tape and, am,w-boani unless otherwts• spodl'ied. Speda1tyoqulpmont 5uc;h es non~lcal signago, Ci11Sh botrots. mo:s.=;rigc, board~ or K .. Ran .-ra a,dditional. • AlrX.can pro\oide ccrci1ieel 1la9~n or 21ddll:lonal laborers as needed at 2, r.,,1e of S175 per rnat!Jhout. • Patching:?rieing allOW.:J for A.C Cold P:atch, Quick, S.,: Ce,ncra:o ~::,. Qu;:if1ty pqrm.:inc-nt p.,tch wltl, Aq,1.1:.ph.:ilt only. Ui;.c-of Ac:;u:.i<:ih-llt pr<>duc:t [$ dqp,o~de,nt upon Agor1cy::icc.opt::inc.o .an(! gu.ar:i.1'11oodfor S yo::ir:1. Please n,questquotr,l(Olhorp.ltl;hlng m.aterialorN:. Ho1M)d'Grindingl$ r11c_1.dred. • FbHro•d Risfwta1Way:R.ailt'oad Protd~l..labi5ltylnsul3f100willbe requtredfor2lllw0fkwithlnr:1~road rightofw:uyand mayr,:,quirc~lroad.deSls,°"311ed11agglng and ulilitymat1<-atttPflr'$Ont\OI. coomin.Dllor, ofpo~onnol mnyatl'.octschadufQ o(WOM(. MM.I foo=-wilt bo poid for b)'AIRX11nd CN119•d back 10 the Cllentat cost plus 10%. • Hzzardou$ Spqil1:Tcstlng.Storiigo. i,:nd Disposal ohny material. ha:!:atdous or o1het',,,ise-. wlll lr'ICl,lr oddilional charge and tiased on projeiat rwiquiremcnts. lfroqulred, ~ boo lil'i1100 p:,/dfot-byAkXand dt.Df511N.'.tb.ackro rho! Cllentat.eost~ 10,,. • t, alt' oxe.1w:t.1on b usod, pricing assumos. Chat spok wDI bo pbcod back rmo the hok1 oMlta ac backfill tr offdt.o d'ar:~I ~ ra<i;ull'od. an add"ctionalfoo wlil rr,,cur. • SPod•lt.Ybir,lng due to project r&Qulre,mor,ts m:ayina.rr cddod \ima and ei::eu~nd affoctschodule or work. • Work within Callr.illm. railroad. en-dtonm111ntally$on$llive or contaminated .are.as m.ayincur .11.dditlonal costs:. • Nlghlworic.lrroillU'lrod. wlll lna,ractdfional co~trorbaJtoon [lghtirt;, gen~1ots and b•rtieede lt9htt. • HJ nsto:,. ore tiosod on :1 standard 40-howwofk woek. o.ettitne. doubleiitne or ba1idaymt.es w!II 11pplyifapplia,blo, 12 PSA 19-605CA LOCAL $195 ... ~,-· i:·.:-;..SO S330 per hour= :'L->~;$9.'. S3.15 per LF= : :_.:::::;:rso,oo: S75 ~•""" ...,. :•.c .'c::'-$0 .. Sub.total '.;.:$0'00, ~ p/sheet"' .:' .• ,,,,:;:_.:•.:SO Gall for quote : : • ':::i<.:;>,59.: S75 per hour= .· ;:·.;: ~0::: .. ~ . ..SO., S150 each= . -:-;~,_;,;,·0:SIJ' S350 each-' SO S550 each= : :·:·,.::~/:'...SO: S750 each= ... .,;.:;_.,;-..>-S9, S150 per day= '. i/. ,.<,S<t S350 per night=·.·: ···'."."l:;,so. Q hours:: '.": '::\-1,'::l\:sQ sub-total ··_so. $135 S75 $35 Gall for Quote S130 Call for Quote each= eech"' each= each= Estimate Total: ', .. ;;::,::?:;;,.<$Q:. :i'.'::iti,::,;5;0·,- .· .,.'/:IL::so: . ··.:::.:.:::"·'.:::-so·: L·:SO. $0:00.j November 27, 2018 Item #7 Page 272 of 274 Principal Engineer/Geologist/Environmental Scientist Certified Industrial Hygienist Senior Engineer/Geologist/Environmental Scientist Senior Project Engineer/Geologist/Environmental Scientist Certified Asbestos Consultant, Lead Inspector/Assessor, Lead Project Monitor Project Engineer/Geologist/Environmental Scientist Senior Staff Engineer/Geologist/Environmental Scientist Staff Engineer/Geologist/Environmental Sci~ntist . Certified Site Surveillance Technician, Lead Sampling Technician* GISAnalyst Field Operations Manager Supervisory Technician* Nondestructive Examination Technician", UT, MT, LP ACI Concrete Technician* Concrete/Asphalt Batch Plant Inspector* Special Inspector (Concrete, Masonry, Steel, Welding, and Fireproofing)* Senior Field/Laboratory Technician" Field/Laboratory Technician* Technical Illustrator/CAD Operator Information Specialist GeotechnicaVEnvironmental/Laboratory Assistant Data Processing, Technical Editing, or Reproduction Concrete Coring Equipment (includes one technician) X-Ray Fluorescence. PID/FIO Usage Anchor load test equipment (includes technician) Hand Auger Equipment Inclinometer Usage . Vapor Emission Kits .. Level D Personal Protective Equipment (per person per day) . Rebar Locator (Pachometer) Nuclear Density Gauge Usage Field Vehicle Usage Direct Project Expenses Laboratory testing, geophysical equipment, and other special equipment provided upon request. PSA 19-605CA $ 178 $ 178 $ 168 $ 163 $ 163 $ 156 $ 142 $ 126 $ 126 $ 116 $ 112 $ 98 $ 98 $ 98 $ 98 $ 98 $ 98 $ 98 $ 92 $ 78 $ 76 $ 68 $ 180/hr $ 300/day $ 140/day $ 97/hr $ 65/day $ 40/hr $ 40/kit $ 30/p/d $ 30/hr $ 15/hr $ 12/hr Cost plus 1 O % For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday construction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal construction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 24 hours. Field Technician rates are based on a 4-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8- hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on accounts not paid within 30 days. The terms and conditions of providing our consulting services include our limitation of liability and indemnities as presented in Ninyo & Moore's Work Authorization and Agreement. "Indicates rates that are based on Prevailing Wage Determination made by the State of California, Director of Industrial Relations on a semiannual basis. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project. Ninyo & Moore j City of Carlsbad Master Agreements I S02-01360 I June 12, 2018 13 C11 PW November 27, 2018 Item #7 Page 273 of 274 SOILS Atterberg Limits, D 4318, CT 204 $ 170 California Bearing Ratio (CBR), D 1883 $ 550 Chloride and Sulfate Content, CT 417 & CT 422 $ 175 Consofidation, D 2435, CT 219 $ 300 Consofidation, Hydro-CoUapse only, D 2435 ·····•········-··----.. ------------·--.. -· $ 150 _ Consolidation -T me Rate, D 2435, CT 219 $ 75 Direct Shear -Remo!ded, D 3080 $ 350 Direct Shear-Undisturbed, D 3080 $ 300 Durab!Trty Index, CT 229 $ 175 Expansion Index, D 4829, IBC 18-3 $ 190 Expansion Potential (Method A), D 4546 $ 170 Geofabric Tensile and Bonga!ion Test, D 4632 $ 200 Hydraulic Conductivity, D 5084 $ 350 Hydrometer Analysis, D 422, CT 203 $ 220 Moisture, Ash, & Organic Matter of Peat/Organic Soils $ 120 Moisture Only, D 2216, CT 226 $ 35 Moisture and Density, D 2937 . $ 45 Permeability, CH, D 2434, CT 220 $ 300 pH and Resistivity, CT 643 $ 175 ProctorDensilyD1557, D 698, CT216,AASHTOT-180 $ 220 Proctor Densilywith Rock Correction D 1557 $ 340 R-value, D 2844, CT 301 $ 325 Sand Equivalent, D 2419, CT 217 $ 125 Sieve Analysis, D 422, CT 202 $ 145 SieveAnalysis,200 Wash, D 1140, CT202 $ 100 Specific Gravity, D 854 $ 125 Thermal Resistivity (ASTM 5334, IEEE 442) $ 925 Triaxial Shear, C.D, D 4767, T 297 $ 450 Triaxial Shear, c_u_, w/pore pressure, D 4767, T 2297 per pt $ 400 Trim Shear, C.U., wloptte pressure,D4767, T2297perpt $ 250 Triaxial Shear, U.U., D 2850 $ 180 Unconfined Compression, D 2166, T 208 $ 130 MASONRY Brick Absorption, 24-hoursubmersion, 5-hrboff111g, 7-day, C67 $ 70 Brick Compression Test, C 67 $ 55 Brick Efflorescence, C 67 $ 55 Brick Modulus of Rupture, C 67 $ 50 Brick Moisture as received, C 67 $ 45 Brick Saturation Coefficient, C 67 $ 60 Concrete Block Compression Test, 8x8x16, C 140 $ 70 Concrete Block Conformance Package, C 90 $ 500 Concrete Block Linear Shrinkage, C 426 $ 200 Concrete Block Unit Weight and Absorption, C 140 $ 70 Cores, Compression or Shear Bond, CA Code $ 70 Masoruy Grout, 3x3x6 prism compression, C 39 $ 45 Masoruy Mortar, 2x4 cyfmder compression, C 109 $ 35 Masoruy Prism, half size, compression, C 1019 $ 120 Masonry Prism, Full size, compression, C 1019 $ 200 REINFORCING AND STRUCTURAL STEEL Chemical Analysis, A 36, A 615 $ 135 Fireproofing Densily Test, UBC 7-6 $ 60 Hardness Test, Rockwell, A 370 $ 70 High Strength Bolt, Nut & Washer Conformance, per assembly, A 325 $ 150 Mechanically Spliced Reinforcing Tensile Test, ACI $ 175 Pre-Stress Strand (I wire}, A416 $ 170 ReinforcingTensae or Bend upto No. 11, A615 & A 706 $ 60 structural S1eel Tensile Test Up to 200,000 lbs. (machining extra), A 370 $ 80 Welded Reinforcing Tens~e Test Up to No. 11 bars, AC! $ 65 PSA 19-605CA CONCRETE Compression Tests, 6x12 Cylinder, C 39 Concrete Mix Design Review, Job Spec Concrete Mix Design, per Trial Batch, 6 cylinder, ACI Concrete Cores, Compression (excludes sampfing), C 42 Drying Shrinkage, C 157 Flexural Test, C 78 Flexural Test, C 293 Flexural Test, CT 523 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI Jobsi!e Testing Laboratory Lightweight Concrete FIii, Compression, C 495 Petrographic Analysis, C 856 Restrained Expansion of Shrinkage Compensation Splitting Tensile Strength, C 496 3x6 Grout, (CLSM), C 39 2x2x2 Non-Shrink Grout, C 109 ASPHALT CONCRETE $ 30 $ 180 $ 850 $ 60 $ 400 $ 75 $ 75 $ 85 $ 275 Quote $ 50 $2,000 $ 450 $ 100 $ 45 $ 45 AirVoids, T269 $ 75 Asphalt Mix Design, Caltrans (mcl. Aggregate Quality} $ 4,500 Asphalt M"IX Design Review, Job Spec $ 180 Dust Proportioning, CT LP-4 $ 75 Extraction, % Asphalt, including Gradation, D 2172, CT 382 $ 250 Extraction, % Asphalt without Gradation, D 2172, CT 382 _______________ $ 150 Film Shipping, CT 302 $ 120 Hveem S1abili!y and UnitWeightD 1560, T 246, CT366 $ 225 Marshall Stability, Flow and Unit Weight T 245 . $ 240 Maximum Theoretical Unit Weight D 2041, CT309 $ 150 Moisture Conten~ CT 370 $ 85 Moisture Susceptibility and Tensile Stress Ratio, T238, CT 371 $ 1,000 SlurryWetTrackAbrasion, D 3910 $ 150 Superpave, Asphalt Mix Verification Oncl. Aggregate Quality} $ 4,900 Superpave, Gyratory Unit Wt, T 312 $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 $ 1,000 Unit Weight sample or core, D 2726, CT308 .$ 100 Voids in Mineral Aggregate, (VMA) CT LP-2 $ 75 Voids filled wi1h Asphalt, (VFA) CT LP-3 .$ 75 Wax Density, D 1188 $ 100 AGGREGATES Clay Lumps and Friable Particles, C 142 Cleanness Value, CT 227 Crushed Particles, CT 205 Durabilfy, Coarse or Fr1e, CT 229 Rne Aggregate Angularity, ASTM c·12s2, T304, CT 234 Rat and Elongated Particle, D 4791 Lightweight Particles, C 123 .. Los Angeles Abrasion, C 131 or C 535 Material Finer than No. 200 Sieve by Washing, C 117 Organic lmpunlies, C 40 Potential Alkafl Reactivity, Mortar Bar Method, Coarse, C 1260 Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 Potential Reactivity of Aggregate (Chemical Method), C 289 Sand Equivalent, T 176, CT 217 Sieve Analysis, Coarse Aggregate, T 27, C 136 Sieve Analysis, Fine Aggregate Qncluding wash), T 27, C 136 Sodium Sulfate Soundness, C 88 Specific Gravily and Absorption, Coarse, C 127, CT 206 Specific Gravity and Absorption, Fr1e, C 128, CT 207 ROOFING Roofing Tile Absorption, (sat of 5), C o7 Roofing lile Strength Test, (set of 5), C o7 $ 180 $ 180 $ 175 $ 205 $ 180 $ 220 $ 180 $ 200 $ 90 $ 90 $1,250 $ 950 $ 475 $ 125 $ 120 $ 145 $ 450 $ 115 $ 175 $ 250 $ 250 Special preparation of standard test specimens will be charged at the technician·s hourly rate_ Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. Ninyo & Moore I City of Carlsbad Master Agreements I $02-01360 j June 12, 2.018 14 C11 PW November 27, 2018 Item #7 Page 274 of 274