Loading...
HomeMy WebLinkAbout2015-11-17; Municipal Water District; 823; Award of 8 Master Agreements16 CARLSBAD MUNICIPAL WATER DISTRICT-AGENDA BILL AB# 823 AWARD OF 8 MASTER AGREEMENTS TO DEPT. DIRECTOR-\J.T DATE 11/17/15 INFRASTRUCTURE ENGINEERING CORPORATION, GEN. COUNSEL /f ~ KLEIN FELDER, INC., WILLDAN FINACIAL SERVICES, RAFTELIS FINANCIAL CONSULTANTS, INC., NINYO & MOORE, SOUTHERN CALIFORNA SOIL & TESTING, INC., UNDERGROUND SOLUTIONS, INC., BURNS & EXEC. DIRECTOR if) DEPT. PW-TRANS MCDONNELL ENGINEERING COMPANY, INC. RECOMMENDED ACTION: Adopt Carlsbad Municipal Water District Resolution No. 1538 awarding eight Master Agreements for water/recycled water engineering, geotechnical engineering, underground utility location/potholing, environmental/planning study, and financial services. ITEM EXPLANATION: The Public Works Department contracts with various consulting firms to obtain professional services in order to facilitate the timely completion of departmental and Capital Improvement Program projects. Every three years, to streamline this contracting process and to ensure that the city continually receives the best possible value for on-going professional services, the Master Agreements are reviewed, revised, rebid, and re-evaluated. The existing Master Agreements expire on Nov. 28, 2015. Therefore, staff is recommending approval of a new set of Master Agreements for a variety of professional services to be effective Dec. 1, 2015 through Nov. 30, 2018. In addition to defining the terms of the Agreement, the subject Master Agreements identify the discipline of professional services to be provided and the maximum cumulative value of services that can be performed on projects over the term of the Agreement. As project-specific work tasks are identified, individual Project Task Description and Fee Allotments (PTD&FA} are negotiated with the appropriate Master Agreement consultant based on the hourly rates established in the Master Agreement. Each PTD&FA will include an exhibit that defines a detailed scope of services which corresponds to the type of work defined for each Master Agreement discipline and a total cost based on the approved hourly rates. The Request for Qualifications (RFQ} was posted on the city's website on May 4, 2015, a Public Notice was printed in the newspaper, and 190 letters notifying potential bidders of this posting were sent via regular post to those firms that had previously expressed interest in this process. To avoid DEPARTMENT CONTACT: Heidi Versteeg 760-602-2752 heidi.versteeg@carlsbadca.gov FOR SECRETARY USE. BOARD ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED z(_ 0 0 0 0 CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER-SEE MINUTES REPORT RECEIVED o ____ _ 0 0 0 0 1 Master Agreements-CMWD November 17, 2015 Page2 of3 concentrating the workload with too few consultants, the maximum num ber of disciplines for which ations (SOQ's) were accepted m experience, project team, r Agreement format and the s, hourly rates were factored eceived for each discipline. each firm could be considered was limited to three. Statements of Qualific through June 10, 2015, at which time they were evaluated based on fir project approach, submittal/additional relevant info relative to the Maste consultant's discipline of expertise. Once shortlisted based on qualification into the final selection. Table 1 (below) summarizes the number of SOQ's r TABLE 1 ' ' DISCIPLINE Water I Recycled Water Engineering Geotechnical Engineering Underground Utility Location I Potholing Services Environmental I Planning Study Services Financial Services The selection committees for each discipline reviewed the SOQ's and i consultants based on the evaluation criteria noted above. Based on r selection committees, consistent with Carlsbad Municipal Code section 3.2 that the city execute Master Agreements with the selected firms and in t below. ' TABLE2 '. DISCIPLINE FIRM NAME SOQ'S RECEIVED 14 11 1 13 6 dentified the most qualified anking of the SOQ's by the 8.060, staff is recommending he amounts listed in Table 2 AMOUNT Water I Recycled Water Infrastructure Engineering Corporatio n $300,000 Water I Recycled Water Kleinfelder, Inc. $300,000 Geotechnical Engineering Ninyo & Moore $50,000 Geotechnical Engineering Southern California Soil & Testing, Inc $50,000 Utility LocationiPotholing Underground Solutions, Inc. $50,000 Environmental I Planning Study Burns & McDonnell Engineering Com pany, Inc. $100,000 Financial Services Willdan Financial Services $50,000 Financial Services Raftelis Financial Consultants, Inc. $250,000 FISCAL IMPACT: The actual value for each of the services provided utilizing the Master Agre ements will be established by ch will be constrained by the udgeting processes. the individual Project Task Description and Fee Allotments (PTD&FA) whi availability of project and program funding appropriated through regular b 2 Master Agreements -CMWD November 17, 2015 Page3 of3 ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code Section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: 1. Carlsbad Municipal Water District Resolution No. 1538 approving eight Master Agreements with Infrastructure Engineering Corporation, Kleinfelder, Inc., Willdan Financial Services, Raftelis Financial Consultants, Inc., Ninyo & Moore, Southern California Soil & Testing, Inc., Underground Solutions, Inc., Burns & McDonnell Engineering Company, Inc. 2. Agreement between Carlsbad Municipal Water District and Infrastructure Engineering Corporation for Water and Recycled Water Engineering services. 3. Agreement between Carlsbad Municipal Water District and Kleinfelder, Inc. for Water and Recycled Water Engineering services. 4. Agreement between Carlsbad Municipal Water District and Willdan Financial Services for Financial services. 5. Agreement between Carlsbad Municipal Water District and Raftelis Financial Consultants, Inc. for Financial services. 6. Agreement between Carlsbad Municipal Water District and Ninyo & Moore for Geotechnical services. 7. Agreement between Carlsbad Municipal Water District and Southern California Soil & Testing, Inc. for Geotechnical services. 8. Agreement between Carlsbad Municipal Water District and Underground Solutions, Inc. for Utility Locating and Potholing services. 9. Agreement between Carlsbad Municipal Water District and Burns & McDonnell Engineering Company, Inc. for Environmental Planning and Studies services. 3 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 RESOLUTION NO. 1538 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD), AWARDING EIGHT MASTER AGREEMENTS TO INFRASTRUCTURE ENGINEERING CORPORATION, KLEINFELDER, INC., WILLDAN FINANCIAL SERVICES, RAFTELIS FINANCIAL CONSULTANTS, INC., NINYO & MOORE, SOUTHERN CALIFORNIA SOIL & TESTING, INC., UNDERGROUND SOLUTIONS, INC., BURNS & MCDONNELL ENGINEERING COMPANY, INC. WHEREAS, the Board of Directors of the Carlsbad Municipal Water District (CMWD) has reviewed the need for the utilization of consultant services on an ongoing, as- needed basis in order to maintain service levels; and WHEREAS, the Public Works Department solicited, received, and reviewed Statements of Qualifications for professional services consistent with the Carlsbad Municipal Code section 3.28.060; and WHEREAS, subsequent to a review of the Statements of Qualifications, staff recommends the firms most qualified and providing the best value to CMWD for the corresponding disciplines as follows: • Water I Recycling Water Engineering: Infrastructure Engineering Corporation, Kleinfelder, Inc. • Geotechnical Engineering: Ninyo & Moore, Southern California Soil & Testing, Inc. • Undergound Utility Location I Potholing: Underground Solutions, Inc. • Environmental I Planning Study: Burns & McDonnell Engineering Company, Inc. • Financial Services: Willdan Financial Services, Raftelis Financial Consultants, Inc. 26 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of 27 the City of Carlsbad, California, as follows that: 28 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 1. The above recitations are true and correct. 2. That Agreements with the aforementioned firms, on file with in the City Clerk's Office, are hereby approved. 3. That the President of the Carlsbad Municipal Water District is hereby authorized and directed to execute the Agreements as so stated on behalf of the Carlsbad Municipal Water District Board of the City of Carlsbad. II II . II II II II II II II II II II II II II II II 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the Carlsbad Municipal Water District of the City of Carlsbad on the 17th day of November, 2015, by the following vote to wit: AYES: Board Members Hall, Blackburn, Packard, Wood, Schumacher. NOES: None. ABSENT: None. MATT HALL, President ATTEST: BARBARA ENGLESON, S /retary (SEAL) CA1313 MASTER AGREEMENT FOR WATER I RECYCLED WATER ENGINEERING SERVICES INFRASTRUCTURE ENGINEERING CORPORATION N THIS AGREEMENT is made and entered into as of the \ l-th day of mr-tm\ee~ , 2015, 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 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 I 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 I recycled 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for 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 1 City Attorney Approved Version 6/9/15 CA1313 Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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 6/9/15 CA1313 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 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 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 CMWD) $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 CMWD'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. 3 General Counsel Approved Version 6/9/15 CA1313 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/9/15 \\) CA1313 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad, CA 92008 Phone: 760-438-2722 x 7105 For Contractor Name: Anders Eqense Title: Senior Project Manager Address: 14271 Danielson Street Poway, Ca 92064 Phone: 858-842-6992 Email: aegense@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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be 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. 5 General Counsel Approved Version 6/9/15 CA1313 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 at the 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 a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of Jaw providing for a change of venue in these proceedings to any other county. 6 General Counsel Approved Version 6/9/15 CA1313 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. /II /II /II /II Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill /II /II Ill /II /II 7 General Counsel Approved Version 619115 \'9 CA1313 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this. _ _:g:.........:.,\,_h __ day of 0 c-t-do~ r ,2015 CONTRACTOR INFRASTRUCTURE ENGINEERING CORPORATION, a Cal~:~-~ . . , By: ~;g___lU('(:Z' 7 (sign here) · ;;}>hrrT U/l'hr (print name I ti e) By:'--vl C & '\ /' ( YL<>k (sign here) (print name I title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsba ATTEST: Proper notarial acknowledgement 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: 8 General Counsel Approved Version 6/9/15 A notary public or other officer completing this certificate verifies only the identity of the lndMdual who signed the docement, to which this certificate is attachell, and the truthfulness, accuracy, or validity of that document. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of 5 ftN '})f E~ 0 On 0 {!I <g J..oJs-before me, oafe personally appeared Place Notary Sea/ Above } NAI\I~V M. CAti18«Jl.No7ltKtl fr;81J ~ Here Insert Name and Title of the orker ~. ~AJ£!3c~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person{&) whose name(s) is.iafe subscribed to the within instrument and acknowledged to me that he/..sA94Rey executed the same in his/Rer/their authorized capacity~). and that by his/.fterftheir signature(s). on the instrument the person(s), or the entity upon behalf of which the person(a} 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 ------------------------------OPTIONAL---------9~------------------ 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: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name:_____________ s Name: ___________ _ 0 Corporate Officer-Title(s): ------~/ Corporate Officer-Title(s): ______ _ 0 Partner -0 Limited D General D Partner -[] Limited D General D Individual 0 Attorney in Fact 0 Individual D Attorney in Fact 0 Trustee 0 Guardian or C 0 Trustee 0 Guardian or Conservator 0 Other: 0 Other: _____________ _ Signer Is Representing: ________ _ © 2013 tional Notary Association • www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 i I A notary public or other officer completing this certificate verifies only the identity of the individual who signed the docement, to which this , certificate is attached, and the truthfulness, i accuracy, or validity of that document. l _______ ____. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 ~~-~~~~~~~~~~~~~~~~~~~~~~~~~~~ State of California County of $AI\/ DIE~ 0 On 0 CJ: q dJJ / fJ before me, date } AlitA!~~ M . CA-m !3KA , AlOIA f\ 1./ PtJ 61/C ere Insert Name and Title of the OfflCer personally appeared VICJ<.! £. rHA-~tJ Place Notary Sea/ Above Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(.s) is.iafe subscribed to the within instrument and acknowledged to me that .Ae.lshe/~ executed the same in .J:ti.s/her/tAeir authorized capacity~), and that by fl.is/her/tl:lelr 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. ------------------------------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: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Sign ' Name: ____________ _ [J Corporate Officer-Title(s): ______ _ Corporate Officer-Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited [l General D Individual D Attorney in Fact D Individual D Attorney in Fact [l Trustee [J Guardian or Co D Trustee [J Guardian or Conservator D Other: ----------7""'--------0 Other: ________________________ _ Signer Is Representing: _________ _ ational Notary Association • www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF INFRASTRUCTURE ENGINEERING CORPORATION A CALIFORNIA CORPORATION The undersigned, constituting all of the directors oflnfrastructure Engineering Corporation, acting pursuant to the authority of Section 307(b) and any other applicable section of the California General Corporation Law, hereby adopt the following recitals and resolutions, effective January I, 2015: WHEREAS, in order to enter into contracts and other agreements, Infrastructure Engineering Corporation. (the "Corporation',) desires to designate the authority of its officers and selected employees to sign on behalf of the Corporation; and WHEREAS, the Board of Directors of the Corporation considers it to be in the best interest of the Corporation to designate the President/CFO, Vice President and the Past President to have sole signing authority on matters up to $1 million, requiring a second signature above that amount; and WHEREAS, the Board of Directors also desires to designate Anna Buising, Anders Egense and George Elaro to act on behalf of the Corporation with limited authority to enter into contracts or other agreements and to sign on behalf of the Corporation as resolved below. NOW, TIIEREFORE, BE IT RESOLVED by the Board of Directors of Infrastructure Engineering Corporation as follows: Section 1: The President/CFO, Robert Weber, the Vice President, Scott Humphrey, the Past President, Preston Lewis, each one acting alone, be and they are hereby authorized, without further authorization of the Board, to enter into and execute on behalf of the Corporation such contracts and other instruments as are necessary and appropriate for the Corporation, having a value of One Million Dollars or less; and Section 2: For any transaction having a value greater than One Million Dollars, the signature of either of the President/CFO, Robert Weber, or the Vice President, Scott Humphrey, or the Past President, Preston Lewis, and the signature of any one of the Secretary, Vicki Shaw, Anna Buising, Anders Egense or George Elaro; and 1 Mgn 3: lbe followlq offlccn IIDd emplo,.,_ are clnafgneted to ICt aa beba1f of tbe CorpomtiOil with UmiiDcl "autbcxity to .. into coatracts aud othclr ltgrCICil'1CIId tbat clo DDt ma:ee4 the tbUawiDa amountB: Ollk:er Title Limit Vicki Shaw Secretary $300,000 Anders Bgenac Sr. Project Mmager $300,000 Anna Buiaing PrlDcipal. $300,000 EnviroDmcrdai SeMcea Flow Services $300,000 Goorge Blaro Group Maaaacr Secticm 4: Thll reaolution ia effectiw immedfaly IDd abaD ooatinue a to each iDdlYidual UD1illlid iadivicluallhallleaw die employ of the Compeny or UDtil revobd by the Board ofJ>irecton. wbicbevw lhallfint occur. RESOLVED IPUR.'I'IIER. k the ofJical oftbia corposltioD aro lldhm:iw al dfrect.ecl to take any odwlr dODI---1")' to OlD)' out the~ aad ildlllt of1hese remlutlou. illaludiDg the aecutlcm.ICII:DowlodpmeDIIId filiaa of uy docnrMnta, oertlfloetes, writiDp, or book ealriel tblt IDa'f be required 1D cmy out dlelo I'CIIOI.udons. ~t(r:;{it:L 2 \1b CA1313 EXHIBIT "A" SCOPE OF SERVICES Perform a variety of water I recycled water tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA#) related to the following: 1. water system design 2. recycled water system design 3. recycled water retrofits 4. pressure reducing stations 5. tank and reservoir studies and design Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 \G\. ' ' Rate Schedule Principal-in-Charge Anders Egense, PE ] Proj~ct M~.n~~er . I Pre-st?n L~~~. PE i QA/QC Review ! 4. , Scott Humphrey, PE, GISP } !_ask ~an~~er 5. ~-Dave Padilla:PE I Task Manager 1 6. Aric Gnesa, PE, DBIA ! Task Mana~e; 1 7. Rick Kennedy, PE \ Task Manager 18. , Jane Costello, PE ~-Task Man~ge! , 9. Jamie Fagnant, PE i Task Manager ~ 10. j Karen Svet, PE ! Plannl ng E~;ineer $200.00 $205.00 $215.00 $195.00 $195.00 $200.00 $195.00 $145.00 $200.00 $135.00 $125.00 Exhibit "A" i 1!:.]·. Shawnele Morelos, EIT ---j, Planning Engine;;·--- jl2.~-i~aji; H~ang, EiT --~-~ . Pj;-ni;;g-~~~~~r - ~ 1~.J R~mi~~E___ JEesign Engine~ __ -!--------------·~-----------·- $145.00 I ~1~: 1· ~oss Maxwell, PE __ -t Design Engin~~---__ _ --- ----i ' 15. Andrew Wiese, PE 1 Design Engineer r 16~ -Bri~nna Lutes~EIT 1 Design Engine~r-· ; 17 ~~A~th~ny Sa~ani,EIT-: Desig~ En-gine-er - ! 18 . .--lb~ahi-; H;~~;n ---·1_!)-;sign E~i~eer ---- ~9~1 Rich Goodm;; I CADD Designe-;-------+-'$'-1-4-5.-0-0 : r ---------··---------I 20. j _!erry S~eitzer I CADD Desi~n~r $135.00 21. Bodahn Czarnecki : CADD Designer $135.00 J22. j Gary Ru~h, PLS _ J Survey $170.00 i Subconsultant I 23. l Alex Bucher, PE -J~roj.!:ct M~na_!?er ~ 24.1 Richa~d Carlson, REHS ' Technical Advisor 1 25. J Jeremy Lee j Site Surveys/Inspection ' 26. I Tranh Huynh I Assistant Engineer II : * Staff may have different labor classifications and rates. $160.00 $160.00 $120.00 1 s12o.oo , Subconsultants will be billed at cost plus 10% unless specified otherwise in the agreement. Reimbursable Costs , Reproduction, special photography, postage, delivery services, express mail, printing, travel, parking, and any other , specialty services performed by subcontractor will be billed at cost plus 15%. Mileage will be billed at the current IRS allowed rate. -~· ------·----·· ---------~-·- City of Carlsbad Master Agreement Consulting Services Category 5-Water/Recycled Water Engineering 18 ~\) fEC MASTER AGREEMENT FOR WATER I RECYCLED WATER ENGINEERING SERVICES KLEINFELDER, INC. N THIS AGREEMENT is made and entered into as of the \~ day of . 0\tYVb\otLl?.-: , 2015, 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 KLEIN FELDER, 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 I 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 I recycled engineering. D. Contractor has submitted a proposal to CMWD and has aff.irmed 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) 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 1 City Attorney Approved Version 6/9/15 ~\ CA1314 Executive Manager ("General Manager''). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION ' The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($1 00,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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 6/9/15 CA1314 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 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 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 CMWD) $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 CMWD'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. 3 General Counsel Approved Version 6/9/15 CA1314 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 10.2.2 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 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 coll~ct these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/9/15 CA1314 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad. CA 92008 Phone: 760-438-2722 x71 05 For Contractor Name: Dan Smith Title: Project Manager Address: 550 West C Street. Suite 1200 San Diego. Ca 92101 Phone: 619-831-4536 Email: dgsmith@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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this ~greement. 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 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 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. 5 General Counsel Approved Version 6/9/15 rz._,.c:; CA1314 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 at the address contained in this Agreemen( 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 a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 6 General Counsel Approved Version 6/9/15 CA1314 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill /II Ill /II /II /II Ill /II 7 General Counsel Approved Version 6/9/15 CA1314 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this S O'~h.. day of CJ c.:T-cA:;r'<£-,2015 CONTRACTOR KLEINFELDER, INC., a California corporation Byp) ~ ?dj (sign he c~ l =:D. Low MtLM..- tLti.ef ~~=~~~) ~leu-- CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsb~ By. '-1~ . att Hall I Pr s1dent ATTEST: ~~'-~~~:-. BBARA ENGLESON ~ Secretary Proper notarial acknowledgement 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: d/'r/_fZZ12:L; *ssistant General Counsel J{"flt-TJ 8 General Counsel Approved Version 6/9/15 .,, ....... CALIFORNIA ALL-PURPOSE CERTIFICATE OF 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 ~ \::), .Qf1 D } On DQ;b'oo--~1 2J)J<(before me, ShertL/ &/meY, ~-b.rf !?Ji,~, personally appeared __ ____::,&=:._:_..:..v_f~~D=..:..·_L.:.__.o_w_'_rna.Yl...:....:=·::.:(R=er=-e-'".~.se_rt_"_a'"_e_a_"a_u_t'e_a_f_th_e_affi_ce_'_) ----- who proved to me on the basis of satisfactory evidence to be the person,tsl whose nameP4dS/are subscribed to the within instrument and acknowledged to me that ~she/they executed the same in 819/her/their authorized capacity~, and that by ~her/their signature'(:sf_on the instrument the person~ or the entity upon behalf of which the person~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. t WITNESS my hand and official seal. S. BALMER Commissi.on No. 2040055 NOTARY PUBLIC-CALIFOR~IA SAN DIEGO COUN'TY ~ 0 -· I Notary Public Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATIACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date. ___ _ CAPACITY CLAIMED BY THE SIGNER 0 Individual (s) 0 Corporate Officer (Title) 0 Partner(s) 0 Attorney-in-Fact 0 Trustee(s) 0 Other __________ _ 201 5 Version www.NotaryCiasses.com 800c873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current Califomia statutes regarding notary wording and, if needed, should be completed and attached to the document. Acknowledgments from other states may be completed for documents being sellt to that state so long as the wording does not require the Califomia notary to violate California notary law. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. flelsheltftey;-is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different ackilowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •:• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document ••• Indicate title or type of attached document, number of pages and date. •:• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). L) (). • Securely attach this document to the signed document with a staple. V \ CALIFORNIA ALL-PURPOSE CERTIFICATE OF 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"5an Dt MD } On WoW OD; UJ I i" before me, Shu"[ _B1::!~~~,[:i,, t.bt. ·~ . personally appeared :Sohn /J1D55C1.zacleh , who proved to me on the basis of satisfactory evidence to be the person681 whose name~&;Pare subscribed to the within instrument and acknowledged to me that JW:tshe/they executed the same in~/her/their authorized capacity(~, and that by @!her/their signatur~on the instrument the person~ or the entity upon behalf of which the person~cted, 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 Public Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current Califomia statutes regarding notary wording and. if needed, should be completed and attached to the document. Aclawwledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. DESCRIPTION OF THE ATIACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date ___ _ CAPACITY CLAIMED BY THE SIGNER D Individual (s) D Corporate Officer (Title) 0 Partner(s) 0 Attorney-in-Fact 0 Trustee(s) 0 Other __________ _ 2015 Version www.NotaryCiasses.com 800-873-9865 • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. fie/sheltfley;-is /axe ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. lmpression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. •:• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. •:• Indicate title or type of attached document, number of pages and date. ·:· Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). /}_~ • Securely attach this document to the signed document with a staple. r ~ CA1314 EXHIBIT "A" SCOPE OF SERVICES Perform a variety of water I recycled water engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA#) related to the following : 1. water system design 2. recycled water system design 3. recycled water retrofits 4. pressure reducing stations 5. tank and reservior studies and design Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 ~ \ Page I 25 I-· -~ -• • • -~ MASTER AGREEMENT RATE SCHEDULE Prices valid through November 30, 2018 RATE SCHEDULE 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. Carlsbad Municipal Water District-Master Agreement Consulting Services {'City of Discipline 5-Waste/Recycled Water Engineering Services Carlsbad Ca lif ornia MASTER AGREEMENT FOR FINANCIAL SERVICES WILLDAN FINANCIAL SERVICES CA1318 THIS AGREEMENT is made and entered into as of the )tt'M day of N O\t0WJ\?ef2-:: , 2015, 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 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) 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 1 City Attorney Approved Version 6/9/15 CA1318 the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed fifty thousand dollars ($50,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed fifty thousand dollars ($50,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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. 2 General Counsel Approved Version 6/9/15 CA1318 8. OTHERCONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section , and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII " OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "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 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 the City as an additional insured . 10.1.1 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 CMWD) $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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/9/15 CA1318 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 10.2.2 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 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 6/9/15 CA1318 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad. CA 92008 Phone: 760-438-2722 x71 05 For Contractor Name: Robert Quaid Title: Principal Consultant Address: 27368 Via Industria. Suite 200 Temecula. Ca 92590 Phone: 800-755-6864 x1527 Email: 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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal , state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be 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 5 General Counsel Approved Version 6/9/15 CA1318 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 at the 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 a period of up to five (5) years . Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 6 General Counsel Approved Version 6/9/15 CA1318 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/9/15 CA1318 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this. __ .;::_S=th~--day of November ,2015 CONTRACTOR WILLDAN FINANCIAL SERVICES, a California corporation By: _ ..... a,_..:;~-=-=-.... /}=+_:;;-0;~-=~.,_--(S~ t)e leJ Anne C.=Pettj 7 Vice President (print name I title) (print nam t1tle) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carls~# By: :/4;~() att Hall I Pres1dent ATTEST: ~~~46= BARBARA ENGLESON Secretary Proper notarial acknowledgement 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIAA. BREWER, General Counsel BY: _ __,rde=""-8..._-~=·~:L..~..:::>....::..l',t~. ""' . ..__ Assistant General Counsel kpu!J 8 General Counsel Approved Version 6/9/15 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/~ subscribed to the within instrument and acknowledged to me that "e/she/t~y executed the same in ~her~ir authorized capacity~, and that by Ttii;/her/~ir signature~ on the instrument the person(~. or the entity upon behalf of which the person~ acted, executed the instrument. Place Notary Seal Above 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. Signatt \d&~~ 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 Docume~~~~ct.D"1V~ \)~ Title or Type of D~ument: ~().«\ N_.:C"\E;:V,.:nMbl)"1T\ Do~rnent D~te~~~ c;, ~o t5 Number of Pages: ii:LC> Signer(s) Other Than Named Above~ ~ c.apacity(ies) Ctas·med by Si~~e~(s) . 6 S1gner's Name: S""---"-==--"--""T'-"\"(l_,____~~.rr--c~""=~~....__,_- ~Corporate Officer -itle(s): -=---'-~----"7'"""-------- D Partner - D Limited D General D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Other:-. ~===~;;;;;;;;;;;;;;:,;;;:;~~~==;;;;;r--Sigl')ebls~epresenting: • ~ • -1.0<2_'!Y....tt--c~...UNJ~ r: ~----------------~~----- Signer Is Representing: ---------------"'.....-- • ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 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~ bl"(f (8. .. c\-t) On \ \( 1 ·t'\\ ~~ X:'v-C:) 2C b I I Date peffional~ appeaffid ~C~\~x~ll~\~e~f~i-'~1~£4~~~~~~~~~~~~~~~~~~~~~~~­ 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 Sea/ Above 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. '~-.«,~ Q_,\_ Signature_----"d+-=+-~~------------ '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: r ,,_ •. t • Number of Pages: \ (;, Signer c ·. ri:\CCG e. '-5 Document Date: fl.!t'''dt.:::v' rj 1 2L1 ... .,;- 0ther Than Named Above: -1\,_.~\+j.._,l\.__ ________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: .L.f\_,_,T_,_.\t_,'lf~· _,r,'--'t'_.l_,-4"'-1. t-:----::,.------.,-- M'Corporate Officer-Title~: \,)ct. Pn::>\OfiYt· 0 Partner - 0 Limited 0 General 0 Individual lJ Attorney in Fact [J Trustee 0 Guardian or Conservator []Other: _____________ _ Signer Is Representing: -~-~~-~--­ V;:n \\c\n .. 1 '--£ V'\.L\..1 'c l.(lj ~= r v 1C c,) Signer's Name:---------"------ 0 Corporate Officer -Title(s):.-: "'---------- 0 Partner - 0 Limited eneral 0 Individual 0 orney in Fact Guardian or Conservator Signer ·~ ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CA1318 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: 1. feasibility studies 2. economic analysis 3. grant writing 4. special district formation studies/engineering reports 5. reimbursement payment request audits 6. assessment apportionments 7. rate sheets Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 L\' Exhibit "A" 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 Beatrice Medina Mike Medve Zaskia Ruiz-Jones Description Mileage Copy Services Postage Travel Expenses Maps Electronic data provided from the County and/or other applicable resources Financial Services Title Hourly Rate Vice President, Group Manager $210.00 Managing Principal $200.00 Principal Consultant $200.00 Principal Consultant $200.00 Project Manager $165.00 Project Manager $165.00 Project Manager $165.00 Senior Analyst $120.00 Analyst $100.00 Cost %Markup Current prevailing federal rate None 6¢ per copy Actual cost Actual cost Actual cost Actual cost 16 None None None None None Master Agreement Consulting Services Statement of Qualifications to Provide Financial Services MASTER AGREEMENT FOR FINANCIAL SERVICES RAFTELIS FINANCIAL CONSULTANTS, INC. CA1317 THIS AGREEMENT is made and entered into as of the .\ l -t"V1 day of N b\KJW\be~ , 2015, by and between the CARLSBAD MUNICIPAL WATER DISIRICT, 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 RAFTELIS FINANCIAL CONSULTANTS, INC., a North Carolina 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 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 City Attorney Approved Version 6/9/15 CA1317 the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred fifty thousand dollars ($250,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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. 2 General Counsel Approved Version 6/9/15 CA1317 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII" OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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 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 CMWD) $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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/9/15 CA1317 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 10.2.2 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 duriAg 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 6/9/15 CA1317 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad. CA 92008 Phone: 760-438-2722 x71 05 For Contractor Name: Habib Isaac Title: Project Manager Address: 201 S Lake Av. Suite 301 Pasadena.Ca 91101 Phone: 626-768-4482 Email: hisaac@raftelis.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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be 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 5 General Counsel Approved Version 6/9/15 CA1317 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 at the 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 a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 6 General Counsel Approved Version 6/9/15 CA1317 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/9/15 CA1317 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_....::j<----cL ___ day of [)_~ ,2015 CONTRACTOR RAFTELIS FINANCIAL CONSULTANTS, INC., a North Carolina corp ation Harold J. SmithNice President (print name I title) Diane Adams I CFO (print name I 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. ATTEST: C{jq~ §;,~~=--, SARA ENGLESON ' . Secretary Proper notarial acknowledgement 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY:~~ AssistaAt General Counsel Pcttc!J 8 General Counsel Approved Version 6/9/15 Acknowledgment of instrument signed by two or more persons: North Carolina _M-+\e_c.-\C..:.__Le.n_-=6-~=-----cj~--County I, 0on n ~ e-R . tJ ~ L l ; a._ M 5 , aN otary Public for said County and State, do hereby certify that J!o . .ro \d... J". Sm.'fh and DtA.o~ f?.. Ad_ams personally appeared before me this day and acknowledged the due execution of the foregoing instrument. Witness my hand and official seal, this the g+h day of Q~ 20 12__. (Official Seal) Notary Public My commission expires ct.oe. 22 '20 !]_. CA1317 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: 1. feasibility studies 2. economic analysis 3. grant writing 4. special district formation studies/engineering reports 5. reimbursement payment request audits 6. assessment apportionments 7. rate sheets Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 5. RATE SCHEDULE EXHIBIT A Below, we have provided a rate schedule that indictates the title and hourly billing rates for each Team member as well as a rate schedule that indicates other direct and indirect costs such as mileage. STAFF Name Sudhir Pardiwala, PE Sanjay Gaur Habib Isaac Steve Gagnon, PE Gregg Tobler Andrea Boehling Johnathan Cruz Kevin Kostiuk Administration SUBCONSULTANTS Name Sean P.our, PE (Hazen and Sawyer) Dawn Guendert (Hazen and Sawyer} EXPENSES Description Mileage Title Executive Vice President Vice President/Principal Consultant Manager Senior Consultant Senior Consultant Consultant Consultant Consultant Administration Title Engineering/Asset Management Cost $0.565 I mile Hourly Rate* $310 $280 $230 $200 $200 $180 $180 Hourly Rate* $160 $120 %Markup 0% "For services related to the preparation for and participation in deposition and trial/hearing, the standard billing rates listed above will be increased by 5 096. City of Carlsbad MASTER AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES NINYO & MOORE CA1336 "1 THIS AGREEMENT is made and entered into as of the ., l-t;\1 day of \'JQ\lt\IY\~ , 2015, 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, a California corporation, hereinafter referred to as "Contractor". RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in geotechnical 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 geotechnical 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, CM WD 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and I ength of the extended Agreement 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) 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 City Attorney Approved Version 6/9/15 CA1336 Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed fifty thousand dollars ($50,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed fifty thousand dollars ($50,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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 6/9/15 CA1336 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 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 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 CMWD) $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 CMWD'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. 3 General Counsel Approved Version 6/9/15 CA1336 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to conta in, the following provisions: 1 0.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/9/15 CA1336 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad. CA 92008 Phone: 760-438-2 722 x71 05 For Contractor Name: Jeffrey Kent Title: Project Manager Address: 5710 Ruffin Road San Diego, Ca 92123 Phone: 858-576-1000 x11283 Email: jkent@ninyomoore.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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed offederal, 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 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 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. 5 General Counsel Approved Version 6/9/15 CA1336 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 at the 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 itt o 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 eontractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 6 General Counsel Approved Version 6/9/15 CA1336 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/9/15 CA1336 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_--'-ll--=---t1'1 __ day of __ N...L.......::!--=Q.re:..........;::....:..WI~~~::;.a....:::=--·2015 CONTRACTOR NINYO & MOORE, a California corporation Avram Ninyo I President (print name I title) ~ /', _ _ .. ;1_ • A~~ r By: __ --~--~--~~~~/--~~~-­ (sign here) Elaine 0. Autus I Assistant Secretary (print name I 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. Byuu~ att Hall I es1dent ATTEST: BARA ENGLESON Secretary Proper notarial acknowledgement 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 em powering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: 8 General Counsel Approved Version 6/9/15 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 Califor~a _ ) County of ~ A1lldzezj'> ) On tJAA~ ?-, 2015 before me, __ j-=-=-~%~'-L.I_,M::L..L.----"~'¥""'L2'-'l)+-/------- Date Here Insert Name andi T1tfe of the Officer pe~on~~appeared_~~\~~~~~~~Q~~~~~~U~S~~~~~~~~~~~~~tl~{~~ty~o~---~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ~ subscribed to the within instrument and acknowledged to me that ~/@)executed the same in ~uthorized capacity(ies), and that by h~/~ignature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acte~ executed the instrument. Place Notary Sea/ Above I certify under PENALlY 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: ____________ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner -0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator O Other: ______________ _ Signer Is Representing:---------- Signer's Name: ____________ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner -0 Limited 0 General 0 Individual 0 Trustee 0 Attorney in Fact 0 Guardian or Conservator 0 Other: ______________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CA1336 EXHIBIT "A" SCOPE OF SERVICES Perform a variety of geotechnical engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA#) related to the following: 1. geotechnical investigations 2. hazardous material evaluations 3. materials testing Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 \(City of Carlsbad Californ ia City of Carlsbad Master Agreements Consulting Services Discipline No. 8: Geotechnical Services 5. RATE SCHEDULE June 10, 2015 Proposal No. P02-00236 MASTER AGREEMENT RATE SCHEDULE Prices valid through November 30, 2018 STAFF NAME TITLE HOURLY RATE 1. Kenneth H. Mansir, Jr. Principal Engineer $148.00 2. Mark Cuthbert Principal Engineer $148.00 3. Ronald Halbert Principal Engineer $148.00 4. Steve Beck Principal Env. Geologist $148.00 5. Stephen Waide Principal Industrial Hygienist $148.00 6. Gregory T. Farrand Principal Geologist $148.00 7. Ronald Hallum Chief Engineering Geologist $148.00 8. Jeffrey Kent Senior Engineer $141.00 9. William Morrison Senior Engineer $141.00 10. Todd Schmitz Senior Project Geologist $137.00 11. Madan Chirumalla Senior Project Engineer $137.00 12. Kai Vedenoja Project Engineer $133.00 13. Gabe Smith Project Engineer $133.00 14. Christina Tretinjak Project Geologist $133.00 15. Nicolas Carpenter Project Env. Scientist $133.00 16. Nissa Morton Senior Staff Geologist $118.00 17. Brian Matusek Senior Staff Geologist $118.00 18. Lydia Barrow Senior Staff Engineer $118.00 19. Peter Nowicki Special Inspector $85.00 20. Thomas Woods Special Inspector $85.00 21. Julio Guzman Special Inspector $85.00 22. David Reid Special Inspector $85.00 23. Timothy Timmerman Special Inspector $85.00 24. Daniel Lindsay Special Inspector $85.00 25. Eric Bryan Field Technician $85.00 26. James Contino Field Technician $85.00 27. Fernando Velez Field Technician $85.00 28. Mario Palacios Field Technician $85.00 29. Bryan Johnson Field Technician $85.00 30. Conrad Taylor Field Technician $85.00 31. Mike Laurenzano Field Technician $85.00 32. Mark MacCarthy Field Technician $85.00 33. Darin Vojtaskovic Laboratory Technician $85.00 34. Shawn Spencer Laboratory Technician $85.00 35. Alfredo Tapia Laboratory Technician $85.00 EXPENSES DESCRIPTION COST %MARKUP 1. Subcontractor and Expense 10% 2. See attached laboratory fees Per test 3. See attached other charges Per attached \(City of Carlsbad California City of Carlsbad Master Agreements Consulting Services Discipline No. 8: Geotech nical Services June 10, 2015 Proposal No. P02-00236 SCHEDULE OF FEES FOR LABORATORY TESTING Laboratory Test, Test Designation, and Price Per Test Soils Atterberg Umits, D 4318, CT 204 ............................................... $ 160 California Bearing Ratio (CBR), D 1883 .................................... $ 485 Chloride and Sulfate Content, CT 417 & CT 422 ...................... $ 150 Consolidation, D 2435, CT 219 .................................................. $ 300 Consolidation -Time Rate, D 2435, CT 219 ............................. $ 75 Direct Shear-Remolded, D 3080 ............................................. $ 325 Direct Shear-Undisturbed, D 3080 .......................................... $ 275 Durability Index, CT 229 ............................................................. $ 165 Expansion Index, D 4829, IBC 18-3 .......................................... $ 180 Expansion Potential (Method A), D 4546 ................................... $ 160 Geofabric Tensile and Elongation Test, D 4632 ........................ $ 180 Hydraulic Conductivity, D 5084 .................................................. $ 330 Hydrometer Analysis, D 422, CT 203 ........................................ $ 210 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 ............................................. $ 255 pH and Resistivity, CT 643 ......................................................... $ 155 Proctor Density D 1557, D 698, CT 216, & ................................ $ 200 AASHTO T-180 (Rock corrections add $80) A-value, D 2844, CT 301 ........................................................... $ 275 Sand Equivalent, D 2419, CT 217 ............................................. $ 90 Sieve Analysis, D 422, CT 202 .................................................. $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 .............................. $ 1 00 Specific Gravity, D 854 ............................................................... $ 100 Thermal Resistivity (ASTM 5334, IEEE 442) ............................ $ 880 Triaxial Shear, C.D, D 4767, T 297 ............................................ $ 430 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt..$ 365 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt..$ 210 Triaxial Shear, U.U., D 2850 ...................................................... $ 155 Unconfined Compression, D 2166, T 208 ................................. $ 110 Wax Density, D 1188 .................................................................. $ 100 Roofing Roofing Tile Absorption, (set of 5), C 67 .................................... $ 210 Roofing Tile Strength Test, (set of 5), C 67 ............................... $ 210 Masonry Brick Absorption, 24-hour submersion, C 67 ............................. $ 50 Brick Absorption, 5-hour boiling, C 67. ....................................... $ 60 Brick Absorption, 7-day, C 67 .................................................... $ 65 Brick Compression Test, C 67 ................................................... $ 50 Brick Efflorescence, C 67 ........................................................... $ 50 Brick Modulus of Rupture, C 67 ................................................. $ 45 Brick Moisture as received, C 67 ............................................... $ 40 Brick Saturation Coefficient, C 67 .............................................. $ 55 Concrete Block Compression Test, 8x8x16, C 140 .................. $ 65 Concrete Block Conformance Package, C 90 ........................... $ 485 Concrete Block Unear Shrinkage, C 426 ................................... $ 135 Concrete Block Unit Weight and Absorption, C 140 .................. $ 60 Cores, Compression or Shear Bond, CA Code ......................... $ 60 Masonry Grout, 3x3x6 prism compression, C 39 ...................... $ 35 Masonry Mortar, 2x4 cylinder compression, C 109 ................... $ 35 Masonry Prism, half size, compression, C 1019 ....................... $ 120 Masonry Prism, Full size, compression, C 1019 ....................... $ 175 Concrete Compression Tests, 6x12 Cylinder, C 39 ........................................... $ 25 Concrete Mix Design Review, Job Spec ............................................ $ 155 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ....................... $ 825 Concrete Cores, Compression (excludes sampling), C 42 ................ $ 60 Drying Shrinkage, C 157 ..................................................................... $ 275 Flexural Test, C 78 .............................................................................. $ 55 Flexural Test, C 293 ............................................................................ $ 60 Flexural Test, CT 523 .......................................................................... $ 65 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ......... $ 275 Jobsite Testing Laboratory.................................................................. Quote Ughtweight Concrete Fill, Compression, C 495 ................................. $ 45 Petrographic Analysis, C 856 .............................................................. $ 1 ,200 Restrained Expansion of Shrinkage Compensation ........................... $ 270 Splitting Tensile Strength, C 496 ......................................................... $ 90 3x6 Grout, (CLSM), C39 ..................................................................... $ 45 2x2x2 Non-Shrink Grout, C 109 ......................................................... $ 45 Reinforcing and Structural Steel Fireproofing Density Test, UBC 7-6 .................................................... $ 60 Hardness Test, Rockwell, A-370 ......................................................... $ 55 High Strength Bolt, Nut & Washer Conformance, per assembly, A-325 .................................................................... $ 130 Mechanically Spliced Reinforcing Tensile Test, ACI .......................... $ 105 Pre-Stress Strand \1 wire), A 416 ....................................................... $ 155 Chemical Analysis, A-36, A-615 ......................................................... $ 135 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 ................ $ 55 Structural Steel Tensile Test: Up to 200,000 lbs. (machining extra), A 370 ................................................................... $ 80 Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ................. $ 60 Asphalt Concrete Asphalt Mix Design, Caltrans .............................................................. $ 2,400 Asphalt Mix Design Review, Job Spec ............................................... $ 165 Extraction, % Asphalt, including Gradation, D 2172, CT 382 ............. $ 240 Film Stripping, CT 302 ......................................................................... $ 110 Hveem Stability and UnitWeightCTM or ASTM, CT366 ................. $ 215 Marshall Stability, Flow and Unit Weight, T-245 ................................. $ 240 Maximum Theoretical Unit Weight, D 2041 ........................................ $ 135 UnitWeightsampleorcore, D 2726, CT 308 ..................................... $ 100 Air Voids, T-269 ................................................................................... $ 50 Voids in Mineral Aggregate, (VFA) CT Sp-2 ....................................... $ 50 Voids filled with AC, (VMA) CT Sp-2... ................................................ $ 50 Dust Proportioning, (VFA) CT Sp-2 .................................................... $ 50 Aggregates Absorption, Coarse, C 127 .................................................................. $ 40 Absorption, Fine, C 128 ....................................................................... $ 40 Clay Lumps and Friable Particles, C .142 ........................................... $ 11 0 Cleanness Value, CT 227 ................................................................... $ 135 Crushed Particles, CT 205 .................................................................. $ 155 Durability, Coarse, CT 229 .................................................................. $ 145 Durability, Fine, CT 229 ....................................................................... $ 145 Los Angeles Abrasion, C 131 or C 535 .............................................. $ 200 Organic Impurities, C 40 ................................................... : .................. $ 60 Potential Reactivity of Aggregate (Chemical Method), C 289 ............ $ 430 Sand Equivalent, CT 217 .................................................................... $ 100 Sieve Analysis, Coarse Aggregate, C 136 ......................................... $ 115 Sieve Analysis, Fine Aggregate (including wash), C 136 ................... $ 115 Sodium Sulfate Soundness (per size fraction), C 88 .......................... $ 175 Specific Gravity, Coarse, C 127 .......................................................... $ 85 Specific Gravity, Fine, C 128 ............................................................... $ 95 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. 2 {:City of Carlsbad Cal i fornia City of Carlsbad Master Agreements Consulting Services Discipline No. 8: Geotechnical Services June 10, 2015 Proposal No. P02-00236 OTHER CHARGES ENVIRONMENTAL FIELD EQUIPMENT/CONSU~M;;..;A;;;.;BL;.;;E;;;.S _______________ ~~~--, XRF Lead Analysis ............................................................................................................................................................... $ 250 /day PID/FID Usage ..................................................................................................................................................................... $ 120/day Air Sampling Cassettes ........................................................................................................................................................ $ 1 00 /case Level C Personal Protective Equipment (person/day [p/d]) ................................................................................................ $ 55/day Air Sampling Pump Usage ................................................................................................................................................... $ 45/da GEOTECHNICAL AND ENVIRONMENTAL OTH;;;;ER..:...C;;.;.H..;;.A;;.;R.;;;G;;;.;ES;..._ ________________ ___, Expert Witness Testimony .................................................................................................................................................. $ Concrete Coring Equipment (includes one technician) ..................................................................................................... $ Special Preparation of Standard Test Specimens ............................................................................................................. $ Inclinometer Usage ... , ........................................................................................................................................................ $ Vapor Emission Kits ............................................................................................................................................................ $ Rebar Locator (Pachometer) .............................................................................................................................................. $ Nuclear Density Gauge Usage ........................................................................................................................................... $ Field Vehicle Usage ............................................................................................................................................................ $ Asbestos Point Count Analysis (24-Hour TAT) .................................................................................................................. $ Asbestos Point Count Analysis (72-Hour TAT) .................................................................................................................. $ Asbestos Air Sample (TEM -24-Hour TAT) ...................................................................................................................... $ Asbestos Air Sample (TEM·-72-Hour TAT) ...................................................................................................................... $ Asbestos Air Sample (PCM -24-Hour TAT) ..................................................................................................................... $ Asbestos Air Sample (PCM -72-Hour TAT) ..................................................................................................................... $ PLM Bulk/Soil Analysis (24-Hour TAT) .............................................................................................................................. $ PLM Bulk/Soil Analysis (72-Hour TAT) .............................................................................................................................. $ TEM Bulk Analysis (24-Hour TAT) ..................................................................................................................................... $ TEM Bulk Analysis (72-Hour TAT) ..................................................................................................................................... $ Lead Air, Dust Wipe, and Paint Chip Analysis (24-Hour TAT) .......................................................................................... $ Mileage ................................................................................................................................................................................ $ 400/hr 160 /hr 85/hr 32/hr 30/kit 10/hr 9/hr 8/hr 65/ea 45/ea 65/ea 60/ea 12/ea 10/ea 12/ea 7.50 /ea 85/ea 71 /ea 12ea 0.575mi Direct Project Expenses .. .. .. .. ...... .. . ...... .. .. ...... . .. .. .. .. .. .. .. ..... .. .. . .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .......... ................ ...... ................ .... .. .. .. . Cost plus 1 0 % Laboratory testing, geophysical equipment, and other special equipment provided upon request. NOTES (Field Services) 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 Satur- days. 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 and 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 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. \Q~ 3 JVinuo& JVtnore E>o,pcncncc I Quality I Commltm..,.t MASTER AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES SOUTHERN CALIFORNIA SOIL & TESTING, INC. CA1337 THIS AGREEMENT is made and entered into as of the \ Jttl day of }\)~~ , 2015, 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 SOUTHERN CALIFORNIA SOIL & TESTING, 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 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 geotechnical 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) 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 1 City Attorney Approved Version 6/9/15 CA1337 Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed fifty thousand dollars ($50,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed fifty thousand dollars ($50,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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. OTHERCONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/9/15 CA1337 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 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 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 CMWD) $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 CMWD'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. 3 General Counsel Approved Version 6/9/15 CA1337 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require , at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/9/1 5 CA1337 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad, CA 92008 Phone: 760-438-2722 x71 05 For Contractor Name: Emil Rudolph Title: Principal Geotechnical Engineer Address: 6280 Riverdale Street San Diego, Ca 92120 Phone: 619-280-4321 Email: erudolph@scst.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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be 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 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. 5 General Counsel Approved Version 6/9/15 CA1337 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 allwork in progress to CMWD at the 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 wh ich Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 6 General Counsel Approved Version 6/9/15 CA1337 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/9/15 CA1337 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. '\ -, -t\tl \ ...-,.L;),./) Executed by Contractor this. ___ .._--=-I ___ day of _ __,N...,.__,O"-'YL--evt\~_,_PVf<===-->o<..!.----' 2015 CONTRACTOR SOUTHERN CALIFORNIA SOIL & TESTING, INC., a California corporation By: _UAAA_~------=:;.._- (sign here) Neal W. Clements, P.E. I President (print name I title) John Kirschbaum, P.E. I Secretary (print name I 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 c~ Matt a I I Pre 1dent ATTEST: §7\RBARA ENGLESON Secretary Proper notarial acknowledgement 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A BREWER, General Counsel BY:~~ ~istant. General Counsel fuj 8 General Counsel Approved Version 6/9/15 / I I . 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=an~D'""ie"'-lg""o'-------- CALIFORNIA ALL-PURPOSE CERTIFICATE Of ACKNOWLEDGMENT On November 9 2015 before me, Veronica A. Tabada, Notary Public (11ere insert name and title of the o:'ficer) personally appeared Neal W Clements and John Kirschbaum who proved to me on the basis of satisfactory evidence to be the person@ whose nam~@subscribed to the within instrument and acknowledged to me that -A-e/s+te.(ffie'V} executed the same in ~isfl::ter~ authorized capacity@, and that by fits/Ret"~ signature@ on tneinstrument the person@, or the entity upon behalf of which the person® 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 han~d and/offidals~al. I I I / :' \ _.I ,...,,,/" Signature _ ~ ----~~~~------------- // I / '"../ COMM. ##2121833 Notary Public . California San (Seal) CA1337 EXHIBIT "A" SCOPE OF SERVICES Perform a variety of geotechnical engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA#) related to the following: 1. geotechnical investigations 2. hazardous material evaluations 3. materials testing Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 Exhibit "A" SOUTHERN CALIFORNIA SOIL & TESTING, INC. RATE SCHEDULE STAFF NAME TITLE HOURLY RATE 1. Emil Rudolph, PE, GE Principal Geotechnical Engineer $174.00 2. Tom Canady, PE Senior Engineer $146.00 3. Scott Vacula, PE Project Manager $121.00 4. Thomas Higginbotham Assistant Project Manager $106.00 4. Doug Skinner Senior Geologist $146.00 4. Ron Baudour Field Services Manager, Special $106.00 5. Steve Ward Field Services Manager, Geotechnical $106.00 6. Clint Adkins Laboratory Manager $106.00 7. Jerrod Krulitz Field Technician $98.00 8. Michael Flowers Field Technician $98.00 9. lsmael Gonzalez Field Technician $98.00 10. Tom Contasti Special Inspector $98.00 SUB-CONSULTANTS NAME TITLE HOURLY RATE 1. Scott's Drilling Drilling $350.00 Subcontractor 2. Ray Max Coring Subcontractor $135.00 3. CaiScience Analytical Testing Attached ·Sub-consultant 4. SouthWest Geophysics, Inc. Borehole Clearance $240.00 5. SouthWest Geophysics, Inc. General Geophysical $300.00 EXPENSES DESCRIPTION COST %MARKUP 1. Mileage $0.54/ mile 0% 2. Drilling Backfill $2 .90/ foot 10% 10 City Attorney Approved Version 6/9/15 =:~ eurofins 1 calsci~nce 2015 Fee Schedule Northern California -Service Center 5063 Commercial Circle, Suite H Concord, CA 94520-8577 925-689-9022 Southern California-Main laboratory 7440 lincoln Way Garden Grove, California 92841-1427 714-895-5494 VOC & Air Testing laboratory 7445 Lampson Ave Garden Grove, CA 92841-2903 Marine Chemistry Laboratory 11380 Knott Street Garden Grove, CA 92841-1400 The difference is servic_e CA1294 11 City Attorney Approved Version 6/9/15 CA1294 TABLE OF CONTENTS PAGES SOIL& WATER 1-10 Organics Underground Storage Tank Harardous Waste Cleanups & Preparations Metals Wet Chemistry Bioassays AIR/VAPOR 11-14 MARINE CHEMISTRY 15-19 Preparations & Cleanups Sediment Elutriate Preparation Seawater & Elutriates Tissues ADDITIONAL INFORMATION 20-24 12 City Attorney Approved Version 6/9/15 CA1294 ~~ eurofins 1 Calscience 714-895-5494 www.calscience.com Soil & Water 1 13 City Attorney Approved Version 6/9/15 ---tG\ CA1294 .::~ eu rofi ns 1 Cillsctence 714-895-5494 www.calsdence.com ANALYSIS 1,2,3-Trichloroprol)<lne -Low Level 1.4-0ioxane-Low level 1,4-Dioxane (Isotope Dilution)-Low Level Dissolved Gases -Methane in water Dissolved Gases-Methane, Ethane & Ethene in water Ethanol-tow Level by SIM Explosives-Nitroaromatics and Nitramines Formaldehyde Herbiddes, Chlorinated N-Nitrosodimethylamine (NOMA)-tow level ORGANICS Non-Halogenated Organics (2-Butanol, Ethanol, lsobutanol, Isopropanol, Methanol, n-Butanol) Non-Halogenated Organics (Ethanol and/or Methanol) Organochlorine Pesticides Organochlorine Pesticides-Extended Target List Organochlorine Pesticides and PCBs Organophosphorus Pesticides Organophosphorus Pesticides-Extended Target List Organotins (Dibutyltin, Monobutyltin, Tetrabutyltin, Tributyltin) Organotins-Tributyltin only PAHs -low level by Selective Jon Monitoring (SJM) PAHs -low Level by HPLC PCB Congeners -Extended Target List PCB Congeners (Eurofins Eurofins Calscience list of 41 Congeners) Polybrominated Diphenyl Ethers (PBDEs) (Isotope Dilution) Polychlorinated Biphenyls (PCBs-Aroclors) Purgcable Halocarbons and Aromatics (601/602 or 8021 Target list) • Semivolatile Organic Compounds (SVOCs) SVOCs -Extended 51M List SVOCs Appendix II or IX Target list (3 sample minimum) SVOCs Tentatively Identified Compounds (TICs) add-on to 8270C/O Volatile Organic Compounds (VOCs) • VOCs plus Fuel Oxygenates (MTBE, TBA, DIPE, ETBE, TAME, Ethanol)' VOCs-Appendix 11 or IX Target list • VOCs -tow Level 20 ml Purge (water) vocs -low Level by SIM (Selected Analytes) VOCs-Tentatively Identified Compounds (TICs) add-on to 82606/C Volatile Fatty Adds (Acetic, Butyric, Lactic, Propionic, Pyruvic) Volatile Fatty Acids-Extended Target list METHOD PRICE$ SRL 524M-TCP SRL 524M-TCP EPA 8270C/D SJM RSK17S(M) RSK175{M) EPA 8260B/C SlM EPA 8330 EPA 8315A EPA8151A EPA 1625C(M) EPA8015B/D EPA8015B/D EPA 8081A/B or 608 EPA8081A/B EPA 608 EPA8141A/B EPA8141A/B Krone et al. (GC/MS) Krone et aL (GC/MS) EPA 8270C/O SJM EPA 8310 or 610 EPA 8270C/O SIM EPA 8270C/D SIM EPA 8270 (M) SIM EPA8082/8082A or 608 EPA 82606/C or 624 EPA 8270C/O or 625 EPA 8270C/D SJM EPA8270C/D EPA8270C/O EPA 82608/C or 624 EPA8260B/C EPA82608/C EPA82608/C EPA 82608/C SIM EPA8260B/C HPLC/UV HPLC/UV 100 100 175 90 100 125 200 200 165 200 125 100 125 135 150 150 165 200 150 165 175 350 300 350 75 100 200 275 325 75 100 120 140 120 By quote so 90 100 "Field sampling devices, such as EnCores"" or Terra Cores, ore nat included in the unit rate, see page 3_ 2 14 City Attorney Approved Version 6/9/15 CA1294 ~;': eurofins 1 Cil:lscftmce 714-895-5494 www.calsdence.co m UNDERGROUND FUEL TANK ANALYSIS BTEX and/or MTBE • BTEX and Fuel Oxygenates • BTEX and/or MTBE * c"to c's Petroleum Hydrocarbons/Aliphatic & Aromatic Hydrocarbons • fuel Oxygenates (MTBE. TBA, DIPE, EIBE, TAME, Ethanol)' Methanol and/or Ethanol .. Naphthalene Naphthalene NWTPH {TPH as Diesel/Motor Oil) NWTPH (Volatile Petroleum Products) Organic Lead (includes sample preparation) PAHs -low Level by Selective ton Monitoring (SIM} Total Petroleum Hydrocarbons Total Petroleum Hydrocarbons (TPH}-Diesel/Diesel Range Organic (ORO) Total Purgeable Petroleum Hydrocarbons (TPPH) add-on to &2608/C Total Recoverable Petroleum Hydrocarbons (TRPH) TPH-Extractable (GRO/DRO/ORO) TPH-Ext~actable with Carbon Chain Breakdown (C6·C36} TPH-ExtrJctable with Carbon Chain Breakdown (C6-C44) TPH -Gas/Gasoline Range Organics (GRO} • TPH-Gas/GRO & BTEX,. TPH-Oil Range Organics (ORO} TPH-Purge & Trap (C6-Cl2) TPH -Specified Standard Volatile Organic Compounds (VOCs) plus Fuel Oxygenates • See page 5 for Silica Gel Clean-up for TPH and other clean-up methods. METHOD PRICE$ EPA82608/C 80 EPA 82608/C 90 EPA8021B SO TX 1006 EPA8260B/C EPA80158/D EPA82608/C EPA8270C/D NWTPH-Dx NWTPH-Gx CADHSLUFT EPA 8270C/D SIM TX 1005 EPA 801S8/0(M} EPA82608/C EPA 418.1/418.1(M} EPA 801SB/D(M) EPA 80158/D(M) EPA 801SB/D(M) EPA 80158/0(M) EPA 80158/D(M) & 80218 EPA 80158/D(M) EPA 80158/D(M) EPA 80158/0(M) EPA8260B/C 1&5 90 100 75 100 75 so 80 165 so so 30 60 7S 75 80 50 60 75 50 By quote 120 SOIL SAMPLING SUPPLIES for VOLATILES/PURGABLES EnCores"', 5035 Sampling Devices (T-handle not included) ** 5035 Terra Core Sampling Kits (includes sodium bisulfate and methanol- preserved VOA's and sub-sampler.) • Field sampling devices, such as EnCores"" or Terra Cores, are not Included In the unit rate. ,.,. Add $10 Fee for 5035 sample preservation in the laboratory using sodium bisulfate and methanol. 3 $10 (each} $15(3 vial} SZS (S vial) 15 City Attorney Approved Version 6/9/15 eo\ ·~ fi · ~=-euro ms / ~!science 714-895-5494 HAZARDOUS WASTE ANALYSIS lgnitability (Fiashpoint} tgnitability (Soil/Solids) Corrosivity (as pH) (15 minute Hold Time) Paint Filter Uquids Test Reactivity Cyanide Sulfide Cyanide and Sulfide Toxicity-Sample Preparation TTLC Sample Digestion for Metals (excludes Hg and CrVI} TCLP/SPLP (Volatile} ZHE Extraction STLC/TCLP/SPLP(Semi/Non-Volatile} Bottle Extraction Toxicity-Sample Analvsis CA Title 22 ·CAM 17 Metals: Sb, As, Ba, Be, Cd, Cr{t), Co. Cu. Pb, Hg, Mo. Ni, Se, Ag. Tl. V, Zn Organic lead (includes sample preparation} Individual Metals by ICP Mercury Chromium VI (24 hour Hold Time for waters, includes sample preparation) Fluoride Dioxin (TCDD} Herbicides, Chlorinated Organochlorine Pestiddes Polychlorinated Biphenyls (PCBs • Aroclors) Semivolatile Organic Compounds Volatile Organic Compounds TCLP Metals (8}: As, Ba, Cd, Cr(t), Pb, Hg, Sc, Ag TClP Full list (indudes TCLP leaching procedures and TCLP target lists for the following methods: 60106/C, 7470A, 8081A/B, 8082/A, 8151A, 8260B/C, & 8270(/D) 96-hour Acute Aquatic Toxidty Asbestos (SUbcontra.cted) 4 16 CA1294 wvvw.calsdence.com METHOD PRICE$ EPA 1010 40 EPA 1030 so EPA904SD 10 EPA9095A 25 sw 846 Chapter 7 45 SW 846 Chapter 7 45 SW 846 Chapter 7 75 EPA 30506 15 EPA 1311/1312 75 CAC Title 22/EPA 1311/1312 50 EPAt;010B/C & 100 7470A or 7471A DHSLUFT 80 EPA£010B/C 10 EPA 7470A/7471A 30 EPA 7196A 60 5M4500 FC 30 EPA 8280A/8290A By quote EPA8151A 1£5 EPA8081A/B 125 EPA 8082/8082A 75 EPA8270C/D 200 EPA8260B/C 100 EPA 6010B/C & 7470A 90 Various 750 California Dept. of Fish and 225 Game EPA 600/4·83.()43/EPA By quote 600/R-93/116 City Attorney Approved Version 6/9/15 ~~eurofins 1 Cal sci-ence 714-895-5494 CLEANUPS CLEANUP Acid-Base Partition Alumina aeanup METHOD EPA3650B EPA 36108/36118 CA LUFT Manual centrifugation/gravity separation for extractable CA OHS LUFT fuel products in aqueous matrix. ENVJ-Carb/PSA CEL SOP M234 Florisil Column EPA 36208/C Gel Permeation Chromatography (GPC) EPA 3640A Silica Gel Cleanup (extract shake-out) Silica Gel Cleanup (1-2 gram column) Silica Gel Oeanup (10 gram column with reverse surrogate) Solid Phase Extraction (SPE) Soxhlet Extraction Sulfur Cleanup Other protocols available, call for options and pricing EPA 3630C (M) CA DHSLUFT EPA 3S35A(M) EPA 3540C EPA3660B MULTI-INCREMENTAL SAMPLING Semi-volatile/non-volatile MIS per HI HEER Guidance Volatile MIS per HI HEER Guidance Metals Digestion, 10 gram sample (multiple digestions) Mercury Digestion, 5 gram sample (multiple digestions) Methanol kit for MIS volatile fraction sampling METHOD HIHEER HIHEER EPA3050B EPA3050B EPA5035 OTHER PREPARATIONS Concrete Crushing Soil Sieving OJ Water (1 Gallon) Organic Free Water (1 L) OTHER SUPPLIES 5 17 CA1294 www.calsdence.com PRICE$ 30 30 60 40 20 75 5 20 60 60 30 30 PRICE$ 125 By quote 60 60 By quote 50 75 10 10 City Attorney Approved Version 6/9/15 CA1294 ~~ eurofins 1 Dtlscience 714-895-5494 www.calsdence.com METALS ANALYSIS Sample Preparation Total Digestion Sample Filtration for Dissolved Metals {Within 24 hrs) Reductive Precipitation Procedure TCLP/SPlP Bottle Extraction STLC {WET) Extraction METHOD EPA 1010A/3020A/30508 EPA300SA SOP M225 EPA 1311/1312 CAC, Title 22, § 66261.126, App. II Sample Analvses (Somple digestion fee is not included in unit rate for individual metals by ICP & JCP/MS} Cl:tromium VI (24 hour Hold Time for waters) Chromium VI (24 hour Hold Time for waters) Chromium VI {24 hour Hold Time for waters) Chromium VI (soil/solid matrix) Individual Metals by ICP Individual Metals by ICP/MS Mercury by Cold Vapor AA (includes digestion) Mercury -low level (water) Mercury -low level (soil) Acid-Volatile Sulfides/Simultaneously Extracted Metals CA Title 22-CAM 17 Metals: Sb, As, Ba, Be, Cd, Cr(t), Co, Cu, Pb, Hg, Me, Nt, Se, Ag, Tl, V, Zn CA Title 22 -CAM 17 Metals: Sb, As, Sa, Be, Cd, Cr(t), Co, Cu, Pb, Hg, Me, Ni, Se, Ag, Tl, V, Zn Priority Pollutant Metals: Sb, As, Be, Cd, Cr(r). Cu. Pb. Hg, Ni, se, Ag, Tl, Zn Priority Pollutant Metals: Sb, As. Be, Cd, Cr(t), Cu, Pb, Hg, Ni, Sc, Ag, Tl, Zn TCLP (RCRA) Metals: As, Ba, Cd, Cr(t), Pb, Hg_ Se, Ag ICP Metals Scan: AI, Sb, As, Sa, Be, B, Cd, Ca, Cr(t), Co, Cu, Fe, Pb, Mg, Mn, Me, Ni, P, K, Se, Si, Sr, Ag, Na, Sn, Ti, Tl, V, Zn ICP/MS Metals Scan: AI, Sb, As, Ba, Bt', B, Cd, Ca, Cr(t), Co, Cu. Fe, Pb, Mg. Mn, Me, Ni, K. Sc, Sr. Ag, Na, Sn, Ti, Tl. V. Zn EPA 218.6 EPA 7196A EPA 7199 EPA 7199/3060A EPA 60108/C or 200.7 EPA 6020/6020A or 200.8 EPA 7470A/7471A/ or 245.1 EPA 1631 EPA 1631 EPA 821-R-91-100/60108/C EPA 60108/C & 7470A or 7471A EPA 6020/6020A & 7470A or 7471A EPA 200.7 & 245.1 or EPA 60108/C & 7470A or 7471A EPA 200.& & 245.1 or EPA 6020/6020A & 7470A or 7471A EPA 60108/C & 7470A or 7471A EPA 60108/C or 200.7 EPA 6020/6020A or 200.8 Appendix I list: Sb, As, Ba, Be, Cd, Cr(t), Co, Cu, Pb, Ni, Se, Ag, EPA 60108/C & 7470A or 7471A Tl, V, Zn, Hg Appendix I List: Sb. As, Sa, Be, Cd. Cr(t). Co, Cu, Pb, Ni. Se. Ag, EPA 6020/6020A & 7470A or 7471A Tl, V, Zn, Hg Appendix II/IX list: Sb, As. Ba. Be, Cd, Cr(t), Co. Cu. Pb. Nt, Se. EPA 60108/C & 7470A or 7471A Ag, Tl, Sn, V, Zn, Hg Appendix II/IX List: Sb, As, Ba, Be, Cd, Cr(t), Co, Cu, Pb, Ni, Se, EPA 6020/6020A & 7470Aor 7471A Ae., Tl. Sn, V, Zn. Hg ICP/MS Metals Scan with Reductive Precipitation Preparation: SOP M225/EPA 6020/6020A or 200.8 As, Be, Cd, Cr. Co, Pb, Ni, Sc, Ag, Zn Sea Water Metals: AI, Sb, As, Ba, Cd, Cr, Co, Cu, Fe, Pb, Mn, Mo, EPA 1640 Se. Ag, Tl, V, Zn Parameters shown In Bold have short Hold Times 6 PRICE$ 15 10 90 so 50 100 60 90 100 10 20 30 120 120 150 100 125 95 120 90 100 125 100 120 110 135 275 300 18 City Attorney Approved Version 6/9/15 CA1294 :,::: eurofins 1 C..lscicnce 714-895-5494 www.calscience.com WET CHEMISTRY ANALYSIS METHOD PRICE$ Acidity Acid Volatile Sulfides/Simultaneously Extracted Metals Ash Free Dry Mass Anions by IC (F, Cl, Br, N02, N03, 504, o-P04) (48 hour Hold l1me) Any single anion Any two an ions Any three anions Alk<:~linity, Total Alkalinity, Speciatcd (bicarbonate, carbonate, hydroxide) Biochemical Oxygen Demand (48 hour Hold Time) Carbon oroxide-headspace analysis Carbon Dioxide (24 hour Hold Time) Bromate Bromide Cation Exchange capacity Chemical OlCygen Demand (reflulC) Chemical Oxygen Demand (spectrophotometric) Chloride Chlorine, Free (15 minute Hold Time) Chlorine, Total Residual (15 minute Hold Time) Chlorate Chlorite Chromium VI {24 hour Hold Tlme) Chromium VI {24 hour Hold Time) Chromium VI {24 hour Hold Tlme) Chromium VI (soil/solid samples) Color (48 hour Hold Time) Cyanide, Amenable Cyanide, Free Cyanide, Total Cyanide, Total Density Fluoride (ISE) Dissolved Organic Carbon {Sample filtration required within 24 hours) Formaldehyde (24 hour Hold Time) SM 2310 B (EPA 305.1) 30 EPA 821-R-91-100/60108/C SM 10300C EPA 300.0 EPA300.0 EPA300.0 EPA 300.0 SM 2320 B (EPA 310.1) SM 2320 B (EPA 310.1) SM 5210 B (EPA 405.1) RSK175(M) SM4SOOC02D EPA300.1 SM4500BrB EPA 9081 SM 5220 C (EPA 410.1) SM S220 D/EPA 410.4 SM 4500 Cl C (EPA 325.3) SM 4500 Cl F (EPA 330.4) SM 4500 Cl F (EPA 330.4) EPA300.1 EPA300.1 EPA 218.6 EPA 7196A EPA 7199 EPA 7199/3060A SM 2120 B (EPA 110.2) SM4SOOCN G SM4500CNI SM 4500 CN E (EPA 335.2) EPA 9010C/9014 ASTM Dl475(M) SM 4500 F C (EPA 340.2) SM 5310 D (EPA 415.1) ASTM 06303-98 150 30 60 25 <10 so 20 20 so 90 30 40 30 80 80 25 30 20 20 40 <10 100 60 90 100 20 90 45 45 <IS 25 30 so 95 Parameters shown in Bold have short Hold Times. Methods shown in red are EPA methods which were replaced under the US EPA Methods Update Rule (MUR) effective Aprllll, 2007. 7 19 City Attorney Approved Version 6/9/15 CA1294 <:~ eurofins 1 Calscrence 714-895-5494 wvvw.calsdence.com WET CHEMISTRY {continued) ANALYSIS METHOD PRICE$ Hardness, Total Hardness, {Magnesium, calc. from Calcium & total hardness) Hydratlne {24 hour Hold Time) Hydrogen Sulfide {24 hour Hold Time) lgnitability {Flash point) lgnitability {Soil/Solid) Iodide Jon Balance Iron, Ferrous {24 hour Hold Time) Mercaptans {48 hour Hold Time) Moisture Content Nftro"en Ammonia (Titration with distillation) Ammonia (Unionized) Ammonia (Jon Selective Electrode {ISE) with distillation) Ammonia {Segmented Flow Analyzer {SFA) Nitrate (48 hour Hold Time) Nitrite (48 hour Hold Time) Nitrate & Nitrite (48 hour Hold Time) Organic Total Kjeldahl Tota I Kjeldahl (SFA) Total Nitrogen (48 hour Hold Time) Total Inorganic Nitrogen (48 hour Hold Time) Odor (24 hour Hold Time) Oil and Grease Oil and Grease; HeX<lne Extractable Material (HEM) Oil and Grease; HEM-Silica Gel Treated (SGT) Oxygen, Dissolved (15 minute Hold Time) Paint filter Liquids Test pCBSA Perchlorate, Soil Perchlorate, Water Perchlorate, Water Perchlorate, Soil or Water pH {15 minute Hold Time) SM 2340 C (EPA 130.2) SM 2340 B ASTM 01385 HACH Model HS-c EPA 1010 EPA 1030 SM4500 IO{M) Calculation SM3500 FeB LACS0258 ASTM 02216 SM 4SOO NH3 8/C (EPA 350.2) SM 4500 NH3 B/C (EPA 350.2) SM 4500 NH3 F (EPA 350.3) EPA 350.1(M) SM 4500 N03 E/SM 4500 N02 B SM 4500 NOZ !l (EPA 354.1) SM 4500 N03 E (EPA 353.3) SM 4500 NH3 B/C/4500 N Org B SM 4500 N Org B (EPA 351.3) EPA 351.2{M) SM 4500 N03 E/4500 N Org B SM 4500 N03 E/4500 NH3 B/C SM 21508 SM 5520 B or 413.1 EPA 1664A EPA 1664A SM 45000 G EPA9095B EPA 314.0{M) EPA 314.0(M) EPA 314.0 EPA 33l.O{M) EPA6850 SM 4500 H+B or EPA 90450 Parameters shown in Bold have short Hold Times. Methods shown in red are EPA met bods which were replaced under the US EPA Methods Update Rule (MUR) effective April 11, 2007. *The unit rate does not include the method mandated sampling kit for water samples; the unit rate for the kit is $8.50. 8 20 20 95 20 40 50 40 20 so 70 15 50 60 so 60 70 35 40 100 60 60 95 90 20 60 60 70 20 25 60 90 60 *185 •zoo 10 20 City Attorney Approved Version 6/9/15 ~ CA1294 ~~eurofins 1 Cals.cience 714-895-5494 www.calsdence.com WET CHEMISTRY (continued) ANALYSIS Phenolics, Total Phosphate, Ortho (48 hour Hold Time) Phosphate, Ortho (SFA) (48 hour Hold Tlme) Phosphate, T<>tal Phosphate, T<>tal (SFA} Phosphorous, T ota I Phosphorous, Total (SFA} Redox Potential {24 hour Hold Time) Resistivity Salinity Sediment Concentration in Water Solids (Residues) Total Dissolved Tota I Suspended _Total Volatile Settleable {48 hour Hold Time) Volatile Suspended Specific Conductance Sulfate Sulfide Sulfide, Dissolved (15 minute Hold Time) Sulfite (15 minute Hold Time) Surfactants (MBAS) {48 hour Hold Time) Thiosulfates {48 hour Hold Time) Total Inorganic C<lroon in Water/liquids Tota I inorganic Carbon in Soii/S<>Iids Total Organic Carbon in Water/liquids Total Organic Carbon in Soil/Solids Turbidity (48 hour Hold Time) General Minerals ulcium, Copper, Iron, Magnesium, Manganese. Sodium. Zinc, Aikalinity-speciated. Chloride, MBAS, pH. Sulfate, Nitrate, Nitrite, Conductivity, Hardness. & IDS Cation-Anion Balance METHOD SM SS30 0 or EPA 906S or 420.1 SM4500PB/E EPA 36.5.1{M) SM 4500 P 8/E EPA 365.1(M) SM 4500 P B/E (EPA 36.5.3) EPA 365.1(M) ASTM 01498 EPA 120.1(M) SM2520·B ASTMD3977-97 SM 254() C (EPA 160.1) SM 2540 0 (EPA 160.2) SM 2540 B (EPA 1603) EPA 160.4 SM 2540 F (EPA 160.5) SM 2540 0/EPA 160.4 SM2510B ASTM 0516-02 or EPA 9038 SM 4500 S2 0 (EPA 376.2) SM 4500 52 D (EPA 376.2} SM 4500 S03 B (EPA 377.1) SM SS40 C (EPA 425.1} LACSD 2S3A SM 5310 O{M) (EPA 415.1) EPA 9060A(M) SM 5310 D (EPA 415.1) EPA 9060A SM 2130 B (EPA 180.1} Various Alkalinity, Calcium, Chloride, Fluoride. Iron, Magnesium, Manganese, Various Nitrate, Nitrite, pH, Potassium, Sodium, Conductivity, Sulfate, & IDS ParametNs shown in Bold have short Hold Times. Methods shown in red arc EPA methods which were replaced under the US EPA Methods Update Rule {MUR) effective April ll. 2007. 9 PRICE$ so 30 60 50 60 50 60 30 10 20 25 15 15 15 2S 15 4S 10 40 30 40 40 so 60 40 90 40 80 lS 27S 250 21 City Attorney Approved Version 6/9/15 ~ \ ~~ eurofins 1 Calscience 714-895-5494 BIOASSAYS ANALYSIS 96-hour Acute AquaticToxidty (%survival) 9~our LC SO Aquatic Bioassay (definitive) Includes% Survival 10 22 CA1294 www.calsdence.com METHOD California Dept. of Fish & Game California Dept. of Fish & Game PRICE$ 225 600 City Attorney Approved Version 6/9/15 CA1294 :;~ eurofins J c.alscience 714-895-5494 www.calscience.com Air/Vapor 11 23 City Attorney Approved Version 6/9/15 Bq ~~ eurofins 1 C..lscienco 714-895-5494 AIR/VAPOR METHOD DESCRIPTION 82608/C{M) TQ-14A EPA T0-15/T0-15(M) EPA T0-15 SIM Soil Gas Analysis by GC/MS -BTEX or MTBE Only -BT£X +Oxygenates+ Ethanol -BTEX +Oxygenates+ Naphthalene+ Ethanol Volatile Organics by GC/MS Full Scan -Fui1T0-14A Target List Full T0-14A Target list+ MTBE -BTEX or MTBE Only SCAQMD Rule 1150.1 Compounds -Add Tentatively Identified Compounds Volatile Organics by GC/MS Full Scan -EPA 80218 list -BTEX and MTBE BTEX or MTBE Only -BTEX and Fuel Oxygenates -BTEX, Fuel Oxygenates+ Naphthalene Naphthalene fuiiT0-15 list (Standard Target list} -FuiiTQ-15 List+ Fuel Oxygenates Full T0-15 List+ Oxygenates+ Naphthalene -T0-15 Extended Target List -Add Tentatively Identified Compounds -Mass DEP Air-Phase Petroleum Hydrocarbons Volatile Organics by GC/MS in SIM Mode" -One compound Two to five compounds -Six to ten compounds -Full SIM list -Full SIM list+ Naphthalene CA1294 www.calsdence.cam PRICE$ so 60 75 200 200 100 175 so 200 110 100 125 130 100 200 2.2.5 230 250 so 200 140 175 200 225 2.40 Soil Gas Leak Detection Compounds (IPA or 1,1-DFA) can be added to any of the methods shown above at no additional charge. Request for Leak Detection Compounds should be indicated on the Chain of Custody. If Helium tracer is required an additional fee of $SO applies, see method ASTM D-1946 on page 13. • Requires individually certified Summa"' canisters and flaw controllers. 12 24 City Attorney Approved Version 6/9/15 qo ~~ eurofins 1 Calscicnce 714-895-5494 AIR/VAPOR (continued) METHOD DESCRIPTION EPAT0-17 EPAT0-13A EPA T0-4A(TQ-10A EPA T0-4A(TD-10A Analysis of Sorbent Tubes by GC/MS Naphthalene -Gasolfne Range Organics -Diesel Range Organics -Volatile Organic Compounds Analysis from High Volume PUF Cartridges Polynuclear Aromatic Hydrocarbons • -Pesticides • Polychlorinated Biphenyls (PCBs-Arodors) • Ana lysis by GC c,-C. Hydrocarbon Speciation by GC/FID -C1-C6 Hydrocarbon Speciation by GC/FID -TPH as Gasoline Gasoline Range Organics C.,C,2 -VOCs >/= C; as Hexane (SCAQMD permit compliance) -Fixed Gases (C02, CO, CH, N2, 02) -Helium and/or Hydrogen -Hydrogen Sulfide (24 hour Hold Time) -Non-condensables analysis for TGNMO and CH. CA1294 www.calsdence.com PRICE$ 140 150 175 200 180 180 180 80 80 75 so so 75 50 ASTM D-2820 EPAT0-3(M) EPAT0-3(M) EPAT0-3(M) EPATD-3(M) ASTM D-1946 ASTM D-1946 EPA 16 GC/FPD SCAQMD 25.1 SCAQMD25.1 SCAQMD25.1 -Non-condensables analysis for TGNMO, CH., and fixed gases .. 75 90 120 90 RSK175(M) SCAQMD12.1 40 CFR, Part SO, App. G SCAQMO Rule 1420 40 CFR, Part SO, App. J 40 CFR, Part 50, App. J Non-condensables analysis for fixed gases Heads pace Ana lysis by GC -Methane in water -Methane, Ethane & Ethene in water Carbon Dioxide in water Particulates & Lead -Inorganic Lead (Including MSA) -Lead Analysis, high-val. sampling -Lead Analysis, high-val. sampling (induding MSA) -TSP/PM10 Particulate, high-vol. sampling -TSP/PM2.5 Particulate, high-val. sampling •Additional fee for PUF cartridge, see page 14 ._ $300 minimum charge Parameters shown in Bold have short Hold Times 13 25 90 100 90 55 40 55 30 30 City Attorney Approved Version 6/9/15 ~~ eurofins 1 Cal science 714-895-5494 W\Vw.calsdence.com AIR/VAPOR SAMPLING EQUIPMENT & SUPPLIES Rental conditions and prices are as follows: 1. Six-liter and one-liter Summa'M canisters are available for rent The canisters are provided to our clients under full vacuum, so that sample collection can be accomplished without the use of a pump 2. Cleaning of canisters is to be performed by Eurofins Eurofins calscience since canisters are easily damaged or destroyed if improperly cleaned. 3. Client is responsible for the canisters. Lost or damaged canisters will be billed at current market rates. 4. Canister rental period is two weeks. Advance arrangements are required for rental periods in excess of two weeks. Additional fees apply for extended rental periods. 5. canisters which are return shipped via UPS or Federal Express should be insured for $600 each. Rental Fees: Six-liter or one-liter canister rental: $40 with batch certification $100 with individual certification $125 with SIM certification Flow controllers, used for integrated sampling (8-24 hours): $30 with batch certification $60 with individual or SIM certification $25 with soil gas manifold set at <200 cc per minute flow rate Duplicate Sampling 'T': S15 with batch certification S25 with individual certification Sorbent Tubes: $40 with batch certification $100 with individual certification Swagelok fittings: Available upon request Rates for Other Equipment (purchase) Teflon tubing: SS/foot PM 10 or PM 2.5 Filters: $10 each PUF cartridge (High Volume): $45 Air sampling bags, such as Tedlar"' bags, price per one-Liter bag: $12.00. We recommend pre-sample flushing or purging of bags with dean inert gas if the bogs are used for trace hydrocarbon (i.e. T0-15) analysis. Eurofins Caluience's fee for flushing is $5 per bag. Advance payment or a deposit will be necessary for canister or flow controller rental. Waivers of advance payment and deposit requirements ore subj~ct to credit approval. Eurofins Co/science provides air sampling bogs as a service tf? our clients. Eurofins Co/science does not manufacture air sampling bags; we purchase them from our vendors. Eurofins Co/science will not be responsible [or leaky or otherwise substandard performance of the air sampling bogs supplied. Billing for Sampling Equipment: Unused sample containers cannot be returned to Euro[ins Co/science for reuse due to possible cont!Jmlnotlon Issues. Once sampling equipment leaves the custody ofEuroflns CiJ/sclence it Is considered to hove been used. Olents will be billed for all canisters, bogs, or other sampling devices that hove been provided unless otherwise agreed upon. Canisters and flow CA1294 ... __ ------------------------------------------------------------------------------------------------·--·---------------------------------·--· 14 26 City Attorney Approved Version 6/9/15 CA1294 :;~ eurofins 1 Calsci-ence 714-895-5494 www.calsdence.com Marine Chemistry Sediments, Tissues, Seawater & Elutriates 15 27 City Attorney Approved Version 6/9/15 CA1294 ~~ eurofins J C.lscience 714-895-5494 www.calsdence.com SEDIMENT ANALYSIS Organochlorine Pesticides Organochlorine Pesticides-Low-level by GC[TQ (select list} Polybrominated Diphenyl Ethers (PBDEs} (Isotope Dilution} Polychlorinated Biphenyl's (PCBs-Aroclors} PCB Congeners (Eurofins Eurofins Calscience list of 41 Congeners) by GC/M5 SIM PCB Congeners (Eurofins Eurofins Cal science list of 41 Congeners) by GC[TQ PCB Congeners -Extended Target List by GC/MS SIM Polynuclear Aromatic Hydrocarbons by GC[TQ Polynuclear Aromatic Hydrocarbons by GC/MS SIM Phenols Low-level by GC[TQ Phenols Low-level by GC/MS SIM Phthalates Low-level by GC[TQ Phthalates Low-level by GC/MS SIM Polynuclear Aromatic Hydrocarbons by GC/MS SIM Pyrethroids by GC[TQ PAHs, Phenols, Phthalates, PCB Conger1ers, OC Pesticides, and Pyrethroids Semivolatile Organic Compounds (Phenols, Phthalates, PAHs} by GC[TQ Semivolatile Organic Compounds (Phenols, Phthalates, PAHs) by GC/MS SIM Total Recoverable Petroleum Hydrocarbons (TRPH) Total Petroleum Hydrocarbons (TPH)-Gasoline TPH-Diesel TPH with Carbon Chain Breakdown (C6-C44) Volatile Organic Compounds (VOCs} plus Fuel Oxygen<Jtes Org<lnotins (Oibutyltin, Monobutyltin, Tctrabutyltin, Tributyltin) Organotins-Tributyltin only . Total Organic Carbon (TOC} Metals in Sediment: As, Cd, Cr. Cu, Pb, Hg, Ni, Se, Ag, Zn Mercury Mercury Low-level Ammonia, Total Simultaneously Extracted Metals/ Acid-Volatile Sulfides Chromium VI Chromium VI -Low Level Moisture Content/Total Solids Particle Size Ar~alysis (Sieve or Laser} Sulfide, Totill Sulfide, Total (Field preservation required} Sulfide, Dissolved (Pore Water) (24 hour Hold Time) Sulfide, Dissolved (Field preservation required} METHOD PRICE$ EPA808WB EPA 8270D(M)TQ EPA 8270C/D SIM EPA 8082/8082A EPA 8270C/O{M) SIM EPA 8270D(M) TQ EPA 8270C/D(M) SIM EPA 8270D(M) TQ EPA 8270C/D(M} SIM EPA 8270D(M) TQ EPA8270C/D(M) SIM EPA 82700(M) TQ EPA 8270C/D(M} SIM EPA 8270C/D(M) SIM EPA8270D(M)TQ EPA 8270D{M) TQ EPA 8270D(M) TQ EPA 8270C/O{M) SIM 418.1(M) EPA 80156/D(M}/GRO EPA 80158/D(M}/DRO EPA 80156/D(M} EPA82606/C Krone et al. (GC/MS) Krone et al. (GC/MS) EPA9060A EPA 6020/6020A & 7471A EPA 747lA EPA 1631 SM 4500 NH3 B/E(M} EPA 821-R-91-100/60108/C EPA 7l96A EPA 7199/3060A ASTM 0-0216 or SM2540B ASTM 0422 or 04464(M) SM 4500 52 O(M} EPA 90306/9034 SM 4500 S2 O(M) EPA 90306/9034 140 200 By quote 90 275 325 300 225 165 225 165 200 165 175 275 925 325 250 60 so so 80 120 200 150 80 200 30 120 35 150 60 100 15 75 30 75 45 75 Samples are subject to additional fees for homogenization, com positing, and/or GPC or ather dean-up, see page 19: 16 28 City Attorney Approved Version 6/9/15 CA1294 ~~eurofins 1 Dllscfence 714-895-5494 W\v\v.calscience.com ELUTRIATE PREPARATION For ony elutriote preparation, whether it be the SET, MET, EET, or DRET, there is a set-up charge for bench space, material, sa/ids testing and management. ANALYSIS SET Set-up Charge MET, EET, or DRET Set-up Charge SET, per sample MET, EET, or ORET without DO & TSS, per sample MET, EET, or ORET with 00 & TSS, per s<lmple PRICE$ 250 500 250 500 600 SEAWATER & ELUTRIATES ANALYSIS Organochlorine Pesticides Organochlorine Pesticides-Low-level by GC(TQ (select list) PCBs (Aroclors) PCB Congeners by GC/ECD PCB Congeners (List of 41 Congeners) by GC/MS SlM PCB Congeners (List of 41 Congeners) by GC/TQ PCB Congeners -Extended List by GC/MS SIM Phenols low-level by GC/TQ Phenols low-level by GC/MS SIM Phthalates low-level by GC/TQ Phthalates Low-level by GC/MS/SIM Polynuclear Aromatic Hydrocarbons by GC/TQ Polynuclear Aromatic Hydrocarbons by GC/MS SIM Polybrominated Diphenyl Ethers (PBDEs) (Isotope Dilution) Pyrethroids by GC(TQ Pyrethroids by GC(TQ Negative Chemica lionization PAHs, Phenols, Phthalates, PCB Congeners, OC Pesticides, and Pyrethroids Semi volatile Organic Compounds (Phenols, Phthalates, PAHs) by GC/TQ Semivolatile Organic Compounds (Phenols. Phthalates, PAHs) by GC/MS SlryJ Organotlns (Dibutyltin, Monobutyltin, Tetrabutyltin, Tributyltin) Organotins-Tributyltin only Sea Water Metals: As, Cd, Cr, Cu, Pb, Hg, Ni, Se, ~. Zn Sea Water Metals Scan with Reductive Precipitation Preparation: As, Be, Cd, Cr, Co, Pb, Ni, Se, Ag, Zn Sea Water Metals: AI, Sb, As, Ba, Cd, Cr. Co, Cu, Fe, Pb, Mn, Mo, Se, Ae. Tl, V, Zn Mercury Mercury-low level Tota I Suspended Solids THB Reductive Precipitation Procedure (trace element determin<ltlon) 17 29 METHOD EPA8081A/B EPA 82700(M) TQ EPA 8082/8082A EPA 8082/808ZA{M) EPA 8270D(M) SIM EPA 8270D(M) TQ EPA 8270D{M}SIM EPA 8270D(M) TQ EPA 8270C/D(M) SIM EPA 8270D(M) TQ EPA 8270C/O(M) 51M EPA 8270D{M) TQ EPA 8270C/D(M) SIM EPA 8270 (M) SJM EPA 8270D(M) TQ EPA 8270D(M) TQ NCI EPA 8270D(M) TQ EPA 8270D(M) TQ EPA 8270D(M) TQ Krone et al. (GC/MS) Krone et al. (GC/MS) EPA 6020/6020A & 7471A SOP MZZS/EPA 6020/GOZOA or 200.8 EPA 1640 EPA 7470A EPA 1631 SM 2540C SOPM225 PRICE$ 150 225 100 275 300 350 325 225 175 225 175 225 175 300 300 325 950 350 275 200 150 200 275 300 30 100 l5 90 City Attorney Approved Version 6/9/15 ;;~ eurofins 1 Cillscience 714-895-5494 TISSUES ANALYSIS Organochlorine Pesticides Organochlorine Pesticides-Low-level by GC/TQ (select list) PCBs {Aroclors) PCB Congeners by GC/ECD PCB Congeners (Eurofins Eurofins C<llscience list of 41 Congeners) by GC/M5 SIM PCB Congeners (Eurofins Eurofins Cal science list of41 Congeners) by GC/TQ PCB Congeners -Extended list by GC/MS SIM Phenols low-level by GC{TQ Phenols Low-level by GC/MS SIM Phthalates low-level by GC{TQ Phthalates low-level by GC/MS SIM Polynuclear Aromatic Hydrocarbons by GC/TQ Polynuclear Aromatic Hydrocarbons by GC/MS SIM Polybrominated Diphenyl Ethers (PBDEs) (Isotope Dilution) Pyrethroids by GC/TQ PAHs, Phenols, Phthalates, PCB Congeners, Organochlorine Pesticides, and Pyrethroids by GC/TQ Organotins (Dibutyltin, Monobutyltin, Tetrabutyltin, Tributyltin) Tributyltin Semivolatile Organic Compounds (Phenols. Phthalates, PAHs) byGC/TQ Semi volatile Organic Compounds (Phenols, Phthalates, PAHs) by GC/MS SIM Organotins (Oibutyltin, Monobutyltin, Tetrabutyltin, Tributyltin) Organotins-Tributyltin only Metals: As, Cd, Cr, Cu, Pb, Hg, Ni, Se, Ag, Zn Mercury Lipids Moisture Content/Total Solids Sample Preparation/Homogenization CA1294 www.calscience.com METHOD EPA 8081A/B EPA 82700(M) TQ EPA 8082/8082A EPA 8082/8082A(M) EPA 82700(M) SIM EPA82700(M)TQ EPA 82700(M) SIM EPA 8270D(M) TQ EPA 8270C/D(M) SIM EPA 82700(M) TQ EPA 8270C/D(M) SIM EPA 8270D(M) TQ EPA 8270C/D(M) SIM EPA 8270 (M) SIM EPA 8270D(M) TQ. EPA 82700(M) TQ Krone eta!. (GC/MS) Krone et al. (GC/MS) EPA 8270(M) TQ EPA 8270C/O(M) SIM Krone et al. (GC/MS) Krone et al. (GC/MS) EPA £020/6020A & 7471A EPA 7471A Eurofins Eurofins Calscience SOP M489 ASTM 0 2216/SM 2540 B PRICE$ 200 250 150 300 325 375 350 250 200 250 200 275 200 By quote 325 975 200 150 375 300 300 250 200 30 40 15 By quote Samples are subject to additional fees for tissue preparation (e.g. shucking, dissections}, homogenization, compositing, and/or GPC or other dean up, see page 19. · 18 30 City Attorney Approved Version 6/9/15 CA1294 ~~ eurofins 1 Dllscfence 714-895-5494 www.calsdence.com PREPARATIONS & CLEANUPS PROCEDURE METHOD PRICE$ Gel Permeation Cleanup (GPC) EPA3640A 75 Silica Gel Cleanup EPA 3630C (M) 20 Solid Phase Extraction [SPE) EPA353SA(M) 50 Sui fur Oeanu p EPA3660B 30 ENVI-Carb/PSA CELSOP M234 40 Bivalve Shucking By quote Dissection By quote Sample Com positing By quote Sample Homogenization By quote Pore Water Preparation Centrifugation By quote REFERENCE MATERIAL TESTING Fees for Certified Reference Material (CRM) or Standard Reference Material (SRM) include the cost of the material plus analytical fee, as listed herein. 19 31 City Attorney Approved Version 6/9/15 (\1 MASTER AGREEMENT FOR UNDERGROUND UTILITIY LOCATION AND POTHOLING SERVICES UNDERGROUND SOLUTIONS, INC. CA1335 THIS AGREEMENT is made and entered into as of the \ J 't"h day of )\jo\l:eVY1~ , 2015, 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 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 underground utility location and potholing. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to underground location and potholing. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) 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 1 City Attorney Approved Version 6/9/15 CA1335 the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed fifty thousand dollars ($50,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed fifty thousand dollars ($50,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 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 the 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. 2 General Counsel Approved Version 6/9/15 CA1335 8. OTHERCONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII" OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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 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 CMWD) $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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/9/1 5 CA1335 10.1 A 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit and make transcripts or copies of records and any other documents created pursuant to this Agreement Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated , all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/9/15 CA1335 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad, CA 92008 Phone: 760-438-2722 x71 05 For Contractor Name: Michael E. Arme Title: President Address: 120 N. Andreasen Drive Escondido, Ca 92029 Phone: 760-294-9449 Email : 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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal , state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing . A copy of such documented dispute will be 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 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. 5 General Counsel Approved Version 6/9/15 CA1335 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 at the 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 a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 6 General Counsel Approved Version 6/9/15 CA1335 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/9/15 CA1335 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this \ J t\1) day of N D\ffvv)~ ,2015 Adma Perez, Assistant Secretary (print name I 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: 'Utz~ Matt Hall/ Pre 1dent ATTEST: ~. Secretary Proper notarial acknowledgement 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, General Counsel ~ffi~ ASSistant General Counsel BY: J)rpt"t:} 8 General Counsel Approved Version 6/9/15 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. Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person.(s1 whose name(.sJ is/.aJ:e. subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityfjee), and that by his/her/their signature~on ~~~ent the person~ or the entity upon behalf of which the person.(sr acted, executed the instrumj "· I certify und~\TY @F PERJU Y unde e laws ?f th:_ 2Bte of CalifotJrlili ('hat the forego in , para raph IS truL~nd correct. ~ WITNESS my hand a d 0fficial seal Place Notary Seal Above -------------------------------oPTIONAL------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to a~ unfjended do~ Description of Attached Do~:_nt 1 1 ~% ~ / / Title or Type of Document: l.JM=L8f...):2c/Atuu Document Date: /{) /'?:LJ/1~ Number of Pages: LD Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Clainf~d b Sign¢1" Sig~'s Name: M 1 I d. _ Signer's Name: _____________ _ lia'Corporate Officer -Title(s): ~ D Corporate Officer -Title(s): ______ _ D Partner -0 Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual 0 Attorney in Fact D Guardian or Conservator D Trustee D Guardian or Conservator 0 Other: -----------------Signer Is Representing: _________ _ ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 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(st is/al=e' subscribed to the within instrument and acknowledged to me that hefshe/tl:ley executed the same in ...b.ffi/her/tb.eir authorized capacity(fes), and that by ~her/t:b.eir signature{sfon the instrument the perso~ or the entity upon behalf of which the person~acted, executed the instrument. @ CHRISTINE SHOCKLEY Commission # 2057580 ~ Notary Public -California ~ z San Diego County ~ J ···· · Ml Comm. Expires Mar 11. 2018( •••••••••••••••••• Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~Dr;t'-""'-_u__Jiz;e.=.;,__.._· -'~<::::::~-"'· '-'=--:2'~----­ Signature of Notary Public -------------------------------oPnONAL------------------------------- 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: ----------___,=---=:c- 0 Corporate Officer -Title(s): -----::::-.....=---- 0 Partner -0 Limited 0 G 0 Individual 0 Atto y in Fact 0 Trustee 0 uardian or Conservator 0 Otl1er: --~L--------------Signer Is Repr senting: _________ _ 1gner's Name: _____________ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner-0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: -----------------Signer Is Representing: _________ _ ·~ ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CA1335 EXHIBIT "A" SCOPE OF SERVICES Perform a variety of underground utility location and potholing tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA#) related to the following: 1. utility research and documentation 2. field determination and documentation of utility location and depth Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 Exhibit "A" Rate Schedule STAFF ITEM NAME 1 Thomas {T.C.) Mueller 2 Jack Dominguez 3 Chris Mueller 4 Vince Dominguez LOCATING {1 -man crew) ITEM NAME 1 Electromagnetic locating 2 GPR locating 3 Utility Vault Dips -each 4 Sonde/Push Rod locating POlHOLING (Vacmaster 4000 incl2-men crew) ITEM NAME 1 Polhole Service (Prevailing Wage)per hour/reg 2 Polhole Service (Prevailing Wage)per hour/premium 3 Cold-Mix Asphalt (each) 4 Perma Patch I Rapid Set Asphalt Repairs 5 Hot-Patch Asphatt Grind & Overlay (each} 6 Traffic Control Plans (per sheet) 7 Traffic Control Plans-Engineer-stamped (per sheet) 8 Standard Traffic Control (per day) 9 Major Traffic Control (per day) 10 Nightlime Major Traffic Control (per day) 11 Flagman Service (per man hour)-Prev Wage 12 Subsurface Utility Report ( 1 - 5 polholes) (each) 13 Subsurface Utility Report ( 5 -1 0 polholes) (each) 14 Subsurface Utility Report ( 10 -20 polholes) (each) 15 Subsurface Utility Report(20-30 polholes) (each) 16 Subsurface Utility Report (30-40 polholes) (each) 17 Subsurface Utility Report(40-50) polholes) (each} 18 CD Electronic Copy of SUR (PDF forma~ (each) 10 TITLE HOURLY RATE VP Field Operations $175/hr Gen. Superintendent $150/hr Foreman $100/hr Plans/Permits $100/hr RATE $200/hr $250/hr $150/each $225/hr RATE $300/hr $350/hr $10/each $50/each $550/each $1 50/each $750/each $500perday $1 ,000/per day $1 ,800/per night $75/hr $100/each $200/each $300/each $400/each $500/each $600/each $50/each City Attorney Approved Version 6/9/15 MASTER AGREEMENT FOR ENVIRONMENTAL I PLANNING SERVICES BURNS & MCDONNELL ENGINEERING COMPANY, INC. CA1339 \ THIS A~ is made and entered into as of the , , • \]-\:Yl day of 1\vQf'fl'r/) , 2015, 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 BURNS & MCDONNELL ENGINEERING COMPANY, INC., a Missouri corporation, hereinafter referred to as "Contractor". RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in environmental/ planning 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 environmental/ planning. 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, 2015, to November 30, 2018. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for 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 1 City Attorney Approved Version 6/9/15 CA1339 Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($1 00,000) for the term of the agreement. The total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($1 00,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A" for the three year term period. 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 with holdings 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 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 the 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. OTHERCONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/9/15 CA1339 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 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 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 CMWD) $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 CMWD'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. 3 General Counsel Approved Version 6/9/15 CA1339 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 4 General Counsel Approved Version 6/9/15 CA1339 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 are: ForCMWD Name: Wendy Chambers Title: Utilities Director Dept: Public Works CARLSBAD MUNICIPAL WATER DISTRICT Address: 5950 El Camino Real Carlsbad,CA 92008 Phone: 760-438-2722 x71 05 For Contractor Name: Matt Wartian Title: Regional Manager Address: 4225 Executive Square, Suite 500 La Jolla, Ca 92037 Phone: 850-320-2945 Email: mwartian@burnsmcd.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 Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be 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 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. 5 General Counsel Approved Version 6/9/15 CA1339 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 at the 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 a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 6 General Counsel Approved Version 6/9/15 CA1339 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/9/15 CA1339 EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental I planning tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA#) related to the following: 1. agency coordination 2. environmental initial studies and minor environmental documentation 3. site surveys 4. preparation of technical studies 5. mitigation and monitoring plans 6. biological monitoring 7. sustainability research Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/9/15 CA1303 Rate Schedule _ , Hourly Rate $210 ~ '."' . r:· .. :'' $62 ' ,U.,_~.L -· -- ,: ' $85 . ..! •• \ ~ •'·. - '~ ~· ' . ,· '· $135 ~ .• ont.J. • ~ -•• r ~ • "'... $145 ~•~-u-' • ' > 10 City Attorney Approved Version 6/9/15