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HomeMy WebLinkAboutHelix Environmental Planning Inc; 2015-12-23;RATIFICATION OF AMENDMENT NO.i TO EXTEND THE AGREEMENT FOR ARCHAEOLOGICAL MONITORING SERVICES DURING THE GRADING AND EXCAVATION OF THE EL CAMINO REAL ROAD WIDENING, TAMARACK AVENUE TO CHESTNUT AVENUE PROJECT, PROJECT NO. 3957 (HELIX ENVIRONMENTAL PLANNING, INC.) This Ratificbon of Amendment No. _1 is entered into as of the ,;) 2tf:J day of ~G /\.....C, , 2018, but effective as of the 24th day of December, 2016,exending the agreement dated December 23, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Helix Environmental Planning, Inc., ("Contractor") (collectively, the "Parties") for archaeological monitoring during grading and excavation in native soils on the construction site. RECITALS A. The Parties desire to extend the Agreement for a period of thirty (30) calendar days from the date of this ratification. B. The site required additional archeological monitoring in order to complete the project, but due to staff turnover the City did not issue a change order for services performed above the original contract value and beyond the original contract completion date. C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of thirty (30) calendar days ending on the 30th calendar day from the date of this ratification. 3. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor has provided those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed ninety-one thousand five hundred six dollars and seven cents ($91,506.07). 4. City will pay Contractor for all work associated with those services already rendered as described in Exhibit "A" not-to-exceed eighteen thousand six dollars and seven cents ($18,006.07). 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1/30/13 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 7. The individuals executing this Amendment 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 Amendment. CONTRACTOR Helix Environmental Planning, Inc., a California corporation B~ · n h re) K\r\ ):\:; V\ 0 \s~ \<-. CF 0 (print name/title) • ... /1 • . .---(sign here). / --1 tt ~]\ ~'L~ ~·. c hl~! ,,IV l(t' (print name/title) \ . ._, ATTEST: (Jo_ LrA,, AR/2tllwl/~1u f,-t Barbara Engleson, City Clerk ?rcS . If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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:1~ eputyCityAttorney City Attorney Approved Version 1 /30/13 2 HELIX 7578 El Cajon Boulevard, Surte 200 La Mesa. CA 91942 619.462.1515 tel Environmental Planning 619.462.0552 Casey Arndt City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008-7314 Exhibit A June 23, 2017 Project No: Invoice No: Invoice CRB-06 61302 Project CRB-06 El Camino Real Road Widening-Archaeological Monitoring Project No. 3957 Professional Services through June 18 2017 Professional Services Director of Cultual Resources Field Director Staff Archaeologist Staff Archaeologist Staff Archaeologist Staff Archaeologist Hours 2.00 5.25 19.25 65.50 28.00 87.25 Rate Amount 125.00 250.00 85.00 446.25 85.00 1,636.25 85.00 5,567.50 85.00 2,380.00 85.00 7,416.25 Total Labor 17,696.25 Reimbursable Expenses Mileage 309.82 Total Reimbursables 309.82 Total this Invoice $18,006.07 Payment is due within 30 days of receipt HELIENV-02 LYNNA ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 9/29/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# OE67768 22AA!~cT Betty Gomez IOA Insurance Services FlJ8,N~o, Ext): (858) 754-0062 50232 I FAX 6 4370 La Jolla Village Drive (A/C,No):(619) 574-288 Suite 600 i~DA~~ss: Betty.Gomez@ioausa.com San Diego, CA 92122 INSURERISI AFFORDING COVERAGE NAIC# 1NsuRERA ,Admiral Insurance Comoanv 24856 INSURED INSURER B, American Fire & Casualtv Comoanv 24066 Helix Environmental Planning, Inc. INSURERC: 7578 El Cajon Blvd., Ste. 200 INSURERD: La Mesa, CA 91942 INSURERE: INSURERF: 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 ~~.,D~ ~~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TR '""/nnNYVV1 . A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLAIMS-MADE [K] OCCUR X FEIECC13581-04 04/01/2017 04/01/2018 DAMAGE TO RENTED 50,000 PREMISES /Ea occurrence) $ x Cont Liab/Sev of Int MED EXP (Any one oerson) $ 10,000 x Contractors Poll. PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY CKJ j'rg, D LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: Deductible $ 5,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accidentl $ 1,000,000 X ANY AUTO BAA55955335 04/01/2017 04/01/2018 BODILY INJURY /Per person) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ --HIRED NON-OWNED F~?~2c~lett?AMAGE $ AUTOS ONLY AUTOS ONLY X Comp Ded .. $500 X Coll Ded .. $1,000 $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE FEIEXS13582-04 04/01/2017 04/01/2018 AGGREGATE $ 5,000,000 I DED I X I RETENTION$ 0 $ WORKERS COMPENSATION I PER I I OTH-AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D NIA E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Prof Liab/Clm Made FEIECC13581-04 04/01/2017 04/01/2018 Limit 1,000,000 I A Ded.: $10K Per Claim FEIECC13581-04 04/01/2017 04/01/2018 Limit 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: All Operations City of Carlsbad is Additional Insured with respects 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 j ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad/CMWD AUTHORIZED REPRESENTATIVE c/o EXIGIS Insurance Compliance Services (~t? P.O. Box 4668 -ECM #35050 ·-,..,.. Q'.)nnll ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Helix Environmental Planning Inc. Endorsement Number: Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization This endorsement, effective 4/1/2017 attaches to and fonns a part of Policy Number FEI-ECC-13581-04. This endorsement changes the Policy. Please read it carefully. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COMl\llERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Orii:onizt1tion(s}: Locotion(s) Ot'Covcr<-d Op4lrntions Any person(s) or organization(s) whom the Named Insured Those project locations where this agrees, in a written contract, to name as an additional insured. endorsement is required by contract. However, this status exists only for the project specified in that contract. Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. CG 2010 0413 A. Section II -\iv110 Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "prope11y damage" or "personal and adve11ifling injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing oper11tions for the 11dditionul insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only upplies 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 are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: © ISO Properties, Inc. CG 2010 0413 Helix Environmental Planning Inc. Endorsement Number:. This insurance does not apply to "bodily injury" or "propetiy damage" occuning after: 1. All work, including materials, parts or equipment fr1rnished in connection with such work, on Uie project ( other titan service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That pm1ion of "your work" out of whid1 the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in pe1forming operations for a principal as a part of the same project. C. With respect to the insurance afforded to the~e additional insureds, the following is added to Section III -Limits Oflnsurance: If coverage provided to the additional insured is required by a contract or agTeement, the most we will pay on behalf of the additional insured is the amount of immrance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits ofinsurance shown in the Declarations; whichever i~ le~~ This endorsement shall not increase the applicable Limits ofinsurance shown in the Declarations. <r;, ISO Properties, Inc. Helix Environmental Planning Inc. Endorsement Number: Additional Insured -Owners, Lessees or Contractors - Completed Operations This endorsement, effective 4/1/2017 attaches to and fonns a part of Policy Number FEI-ECC-13581-04. This endorsement changes the Policy. Please read it carefully. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COM!vIERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name or Additional Insured Person(s) Location And Description or Completed 01· 01'~ani:zatlon(r}i Oporatlon~ Any person(s) or organization(s) whom the Named Insured Those project locations where this agree~, in o written contract, to name aa an additional inaured. endorsement is required by contract. However, this status exist~ only for the project specified in that contract. Information recruired to conll))ete this Schedule, if not shown above, will be shown in the Declarations. CG 20 '37 07 04 Section II-Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". @ ISO Prope1lies, Inc., 2004 Helix Environmental Planning Inc. Endorsement Number: Automatic Additional Insured-Owners, Lessees or Contractors ECC-319-0712 This endorsement, effective 4/1/2017 attaches to and fon11s a part of Policy Number FEI-ECC-13581-04. This endorsem cnt changes the Policy. Please read it carefully. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COlVUvlERCIAL GENERAL LLI\BILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Person oi· Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to name as an additional insured. However, this status exists only for the project specified in that contract. The person or organization shown in this Schedule is included as an insured, but only with respect to that person's or organization's vicarious liability arising out of your ongoing operations performed for that insured. Client#· 439408 HELIXENVIR1 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 9/22/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~cT Joyce Flores Marsh & Mclennan Agency LLC r.itJgNJo Ext): 858-587-7546 I r~ Nol: 858-210-3932 Marsh & Mclennan Ins Agency LLC 1il~~ss, Joyce.Flores@BarneyandBarney.com PO Box 85638; CA Lie #0H18131 INSURER($) AFFORDING COVERAGE NAIC# San Diego, CA 92186 INSURER A , Travelers Property Casualty Com 25674 INSURED INSURER B: HELIX Environmental Planning, Inc. INSURER C: 7578 El Cajon Boulevard, Suite 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. INSR TYPE OF INSURANCE ADDL SUBR ,&3/il%MYYi 1,&3M%ry~~Y1 LIMITS LTR INSR WVD POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -D CLAIMS-MADE OoccuR ~~MAGE WE RENTED EMISES Ea occurrence) $ - MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ f---- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ =i DPRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY fOMBINED SINGLE LIMIT Ea accident\ $ - ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS -AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident\ --$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION X OT JUB8249P37 A 17 04/01/2017 04/01/201E X l~~fTIJTE I l~JH-AND EMPLOYERS' LIABILITY y / N $1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE[N] E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1 000 000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Waiver of Subrogation applies on worker's compensation per the attached. CERTIFICATE HOLDER CANCELLATION 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 c?dz--- © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2997786/M2648363 WXNXS INSURED: HELIX Environmental Planning, Inc. POLICY#: DTJUB8249P37A17 TRAVELERs't ONB 'l'OJIBR SQUARE BARTFOltD, CT 06183 POLICY PERIOD: 0410112011 TO: 04;01I201 a 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 covered 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 PIRSOH OR ORGANIZATION FOR WHICH THI INSURED HAS AGRIID BY WRIT'l'IN CONTRACT BXICUTBD PRIOR 'l'O LOSS TO PUIUIISH 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 Is Issued subsequent to preparation of the policy,) Endorsement Effective Insured Insurance Company Policy No. ST ASSIGN: Endorsement No. Premium Page 1 of 1 AGREEMENT FOR ARCHAEOLOGICAL MONITORING SERVICES DURING THE GRADING AND EXCAVATION OF THEEL CAMINO REAL ROAD WIDENING, TAMARACK AVENUE TO CHESTNUT AVENUE PROJECT, PROJECT NO. 3957 (HELIX ENVIRONMENTAL PLANNING, INC.) THIS AGREEMENT is made and entered into as of the c23rd...-day of Dec~ , 2015, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and HELIX ENVIRONMENTAL PLANNING, INC., a California Corporation ("Contractor"). RECITALS A. City requires the professional services of a firm that is experienced in archaeological monitoring services. B. Contractor has the necessary experience in providing professional services and advice related to construction. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be seventy three thousand five hundred dollars ($73,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed seventy three thousand five hundred dollars ($73,500) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 4/1/15 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment; unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 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 City Attorney Approved Version 4/1/15 2 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 City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 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: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or City Attorney Approved Version 4/1/15 3 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. 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 City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Casey Arndt Title Municipal Projects Manager Department PW/CM&I ----~~------------ City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92008 Phone No. 760-602-2764 For Contractor Name Michael Schwerin Title CEO ~~------------------------- Address 7578 El Cajon Blvd La Mesa, CA 91942 Phone No. 619-462-1515 Email MikeS@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. City Attorney Approved Version 4/1/15 4 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 four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 4/1/15 5 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount 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 City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an. administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contracto~ 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 City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 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/ AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR City Attorney Approved Version 4/1/15 6 EXHIBIT "A" SCOPE OF SERVICES 1.0 Monitoring: $68,000 The firm will provide full-time archaeological monitors during grading and excavation in native soils on the construction site. The monitor will document all monitoring activity via the Consultant Monitor Record and these records will be submitted to the City Planner once a month. Daily monitoring logs will also be maintained by the archaeological monitor and these will be provided to the City Planner once a month. In the event of a discovery, the Municipal Projects Manager (MPM) shall be contacted by the archaeological monitor and will divert, direct or temporarily halt ground disturbing activity in the area of the discovery to allow for preliminary evaluation of potentially significant resources. The monitor will carry out the evaluation of potentially significant resources and will notify the MPM immediately of findings. The archaeological monitors on site shall coordinate and partner with Saving Sacred Sites (the project Native American monitor) for all monitoring activities, and in particular, if a discovery is made. 2.0 Reporting: $5,500 Following the completion of the monitoring, two copies of the Final Results Report and/or evaluation report will be submitted to the City Planner for approval. The monitor will also prepare State of California Department of Parks and Recreation forms for all cultural resources encountered during the archaeological monitoring program and will submit the forms to the South Coastal Information Center. All artifacts recovered as a result of the monitoring program and/or evaluation of data recovery programs will be submitted for permanent curation at the San Diego Archaeological Center. 3.0 Hourly Rates Director of Cultural Resources $125 Archaeology Field Director $85 Staff Archaeologist $85 Historian $80 GIS Specialist Ill $95 GIS Specialist II $85 GIS Specialist I $75 Word Processor $75 The work shall be paid for on an hourly basis, which shall include all costs such as equipment, travel time, vehicle, computer, cell phone, over-time, materials, and other costs associated to performance of duties. The normal hourly rate charged to the city includes any additional costs the consulting firm may incur for over-time. It is anticipated that the monitoring services will be needed for approximately 100 working days (approximately 800 hours). Monitoring will only be scheduled when there are excavation activities scheduled. Therefore, it is not anticipated that a monitor will be on site daily for the duration of the project. City Attorney Approved Version 4/1/15 8