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Kimley-Horn and Associates Inc; 2024-12-04; PSA25-3599TRAN
PSA25-3599TRAN Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR AMERICANS WITH DISABILITIES ACT (ADA) CONCRETE RAMP DESIGN ALONG 2025 STREET RESURFACING PROJECT SERVICES KIMLEY-HORN AND ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Kimley-Horn and Associates, Inc., a North Carolina corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in design consulting services. B. Contractor has the necessary experience in providing professional services and advice related to design consulting services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of ninety (90) calendar days from the date first above written. 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 City and be completed within the time specified in the Task Description for the project (see Exhibit “A”). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City. The City 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 City 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 total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-four thousand six hundred sixty-five dollars ($44,665). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 December 4th PSA25-3599TRAN Page 2 City Attorney Approved Version 5/22/2024 the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN Page 3 City Attorney Approved Version 5/22/2024 installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN Page 4 City Attorney Approved Version 5/22/2024 Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. 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. 12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN Page 5 City Attorney Approved Version 5/22/2024 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. 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. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN Page 6 City Attorney Approved Version 5/22/2024 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 17. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Eddie Wills Name Naomi Germain Title Associate Engineer Title Project Manager Department Public Works Address 401 B Street, Suite 600 City of Carlsbad San Diego, CA 92101 Address 1635 Faraday Ave. Phone No. 619-744-0116 Carlsbad, CA 92008 Email naomi.germain@kimley-horn.com Phone No. 442-339-9650 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. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19. 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 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN City Attorney Approved Version 5/22/2024 Page 7 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. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN City Attorney Approved Version 5/22/2024 Page 8 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. 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. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 28. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 29. 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. This Agreement may be executed in counterparts. Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN City Attorney Approved Version 5/22/2024 Page 9 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Anthony J. Podegracz, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN City Attorney Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Table A-1: Fee Schedule Item No.Description Qty Unit of Measure Unit Price Extended Total 1 Task 1 - Site Investigation 0 ea - - 1.1 Site Visit 1 ea 5,030 5,030 2 Task 2 - Preliminary Evaluation 0 ea - - 2.1 Review field documentation & identify locations needing survey1 ea 4,230 4,230 3 Task 3 - Construction Documents 0 ea - - 3.1 Cover and Notes Sheets (2)1 ea 725 725 3.2 Site Location Map and Ramp Index Sheets (up to 2)1 ea 1,160 1,160 3.3 Simple Ramp Design (104 ramps, up to 26 sheets)1 ea 17,170 17,170 3.4 Submittal and Review Processing (up to 2 cycles)1 ea 7,740 7,740 3.5 Quantities and Bid List Specifications Outline 1 ea 4,430 4,430 3.6 QA/QC review, Project Management, and Invoicing 1 ea 3,930 3,930 4 Mileage and ODC 1 ea 250 250 - TOTAL:44,665 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 PSA25-3599TRAN City Attorney Approved Version 5/22/2024 Page 11 EXHIBIT A (Cont.) Table A-2: Asset List (ADA Ramps identified for Improvement) ADA Ramp Improment areas alongside 2025 Streets Resurfacing Sheet Intersection NE SE SW NW Comment 7 Cadencia St and Piragua 1 1 1 1 . 7 Azahar and Cadencia 1 1 0 0 Added 9/23 7 Venado St and Cadencia 1 1 1 1 .Corrected Cadencia 9/23 7 Esfera St and Cadencia St 1 0 0 1 . 7 Esfera St and Bajo St 1 1 0 0 . 7 Verde Av and Brava St 0 1 1 0 . 7 Brava St and Carlina St 1 1 0 0 . 7 Rey Av and Cadencia St 0 0 1 1 . 7 La Costa and Cadencia St 1 1 1 1 . 7 Esfera St and Venado St 1 0 0 1 . 7 Esfera and Piragua St 0 0 1 1 . 8 El Camino and Marron Rd 1 1 1 1 . 8 El Camino and Haymar Rd 1 1 1 1 . 8 El Camino and Plaza Dr 1 1 1 1 . 8 El Camino and Plaz Drivwy w s/o Plaza 1 1 . 8 El Camino and Hosp Wy 1 1 1 1 . 9 El Camino and Carlsbad Village Dr 1 1 1 1 . 10 El Camino and Chestnut Av 0 0 0 0 ok/flush/domes 11 Carlsbad Village and Harding St 0 0 0 0 ok/flush/domes 12 Palomar Airport and Paseo Del Norte 1 0 1 1 .Utilities at NW 13 Palomar Airport and Armada Dr 1 1 1 1 . 14 Palomar Airport and The Crossings Dr 1 1 1 1 . 14 Palomar Airport and College Blvd 1 1 1 1 . 16 Palomar Airport and Palomar Oaks Wy 0 1 1 0 . 17 Palomar Airport Rd and Camino Vida Roble 0 0 0 0 .Delete 9/23 (Slurry) 18 Palomar Airport Rd and Yarrow Dr 0 0 0 0 .Delete 9/23 (Slurry) 19 Palomar Airport Rd and Palomar Commons Dr 0 0 0 0 . 19 Palomar Airport Rd and El Camino 1 1 0 1 . 20 Paseo Del Norte and Cam De Las Ondas 1 1 1 1 . 22 Palomar Airport Rd and Melrose 1 0 1 1 Keep 9/23 24 Palomar Airport Rd and El Fuerte 1 1 1 1 . 24 El Fuerte and Gateway Rd 1 1 1 1 . 24 El Fuerte and Bressi Ranch Wy 0 1 1 0 . 25 El Camino and Levante 1 1 1 1 . Keep 25 El Camino and Calle Barcelona 1 1 1 1 . Keep 26 Rancho Santa Fe Rd and Calle Barcelona 1 1 1 1 . N/A Up to 5 more ramps Locations TBD 2 1 1 1 . Add 9/23 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 [:] [:] [:] [:] [:] kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 September 16, 2024 Mr. Eddie Wills City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Re: Letter Agreement for ADA Ramp Improvements alongside 2025 Street Resurfacing Dear Mr. Wills: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”), is pleased to submit this letter agreement (the “Agreement”) to the City of Carlsbad (“Client”) for providing professional services associated with Citywide accessible pedestrian ramp improvements. Project Understanding Kimley-Horn understands the City has identified a design project to improve ADA Pedestrian Ramps in various locations throughout the City in conjunction with the 2025 (CIP 6001-2025) Streets Resurfacing Project. The project scope described below is limited to up to the 104 ramps as listed in Attachment A. Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1 – Site Investigation Kimley-Horn will perform a visual site observation of up to 104 existing ramps to observe existing conditions at and immediately adjacent to each ramp using a combination of Google Earth and in person site visits. The site observation will include: • Identification of physical constraints that may impede or encroach into the observed pedestrian path of travel at each location. Task 2 – Preliminary Evaluation Using the data gathered in Task 1, Kimley-Horn will evaluate each location and identify the ramp locations that are recommended for field survey collection to design an accessible path of travel and ramp replacement. Kimley-Horn will provide a markup of the City list of ramps to identify the ramps for which field topographic survey is recommended. Kimley-Horn will not proceed with Task 3 until City staff has reviewed the data and provided concurrence with the recommendations for each location. Task 3 – Construction Documents Kimley-Horn will prepare final construction documents for ramp improvements for up to 104 ramp locations. The design of each location will be dependent on the scope of work needed for accessibility compliance. An assumed scope summary of the 104 locations based on our review of the City-provided spreadsheet is as follows: PSA25-3599TRAN Exhibit "A" (cont'd) Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 Kimley >>> Horn Page 2 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 • Cover and Notes (2 sheets) – City standard title block and construction notes for the overall project. • Site Location Map and Ramp Index (up to 2 sheets) – graphic depiction of ramp locations with spreadsheet index identifying ramps. • If the Consultant determines that additional field survey is necessary to provide an Enhanced Ramp Design (due steep approach, mechanical interference from utility boxes or connections, or other exceptional approach conditions), the Enhanced Ramp Design will be excluded from this scope and left for a future City Project. • Simple Ramp Design (up to 104 locations) – using readily-available aerial satellite imagery (no field survey), Kimley-Horn will prepare a simple line drawing identifying the approximate pedestrian ramps and proposed demolition/construction improvements. This design will be prepared for ramps identified as simple remove/replace or installation of detectable warnings only. Up to eight (8) ramp designs will be provided on each drawing sheet (scale 1” = 10’). The plans will include visible features of the ramps, landings, adjacent roadway and other impacted features to be removed or protected in place. Construction notes will identify specific demolition and improvements based on the San Diego Regional Standard Drawings. Profiles and survey/spot elevations are excluded. • It is assumed that any traffic signal modifications are excluded from this scope of work and only the replacement of the existing curb ramps are included in the scope of work. Any traffic signal modifications, including pedestrian push buttons, will be excluded from this scope of work. Kimley-Horn will prepare quantities for the civil items included in the scope of work. Kimley-Horn will review and amend the 2021 Greenbook specifications as needed to adhere to the proposed construction drawings (civil related specifications only). It is assumed that if there are no additions, deletions or modifications to the standard 2021 Greenbook specifications, a civil specification package will not be prepared. Kimley-Horn will submit the plans to City staff for review. Up to two (2) rounds of consolidated City reviews and responses is included in this Task. Deliverables: • One (1) electronic copy of 100% Construction Documents, PDF format • One (1) electronic copy of quantities, PDF format • One (1) electronic copy of bid list of items and specifications sections, PDF format • One (1) electronic copy of comment responses (up to two rounds), PDF format Services Not Included Any other services, including but not limited to the following, are not included in this Agreement: • Geotechnical Engineering • CEQA Technical Studies – Biology, Cultural, Geology, Environmental • Traffic Assessments & Sight Distance Analysis • Civil design outside curb ramp limits of work PSA25-3599TRAN Exhibit "A" (cont'd) Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 Kimley >>> Horn Page 3 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 Additional Services Any services not specifically provided for in the above scope will be billed as additional services and performed at our then current hourly rates. Additional services we can provide include, but are not limited to, the following: • Boundary and Topographic Survey • Utility Research, Base Mapping, and Potholing • Wet and/or Dry Utility Design • Traffic Signal Design / modifications • Signing, striping, and pavement marking design and/or modifications • Traffic Control Plans • Stormwater Quality Management Plan and/or water quality treatment • Drainage Improvements • Submittals and reviews that are not a part of City review • Evaluation of traffic calming • Parking analysis • Pavement Design • Landscape Architecture or Irrigation Design • Enhanced Ramp Design • Bid and Construction Support Services • Preparation of Record Drawings • Pre-Construction and Post-Construction Corner Records for Survey Monuments Information Provided By Client We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client’s consultants or representatives. The Client shall provide all information requested by Kimley-Horn during the project, including but not limited to the following: • CAD Boundary / Topographic Survey files, if available (locations identified) Schedule Kimley-Horn will provide our services as expeditiously as practicable with the goal of meeting a mutually agreed upon schedule. Fee and Expenses Kimley-Horn will perform the services in Tasks 1 - 3 on a labor fee plus expense basis with the maximum labor fee shown below: Task Description Labor Fee 1 Site Investigation $5,030 2 Preliminary Evaluation $4,230 3 Construction Documents $35,155 Direct Costs (Mileage, Printing) $250 Labor Fee, not to exceed: $44,665 PSA25-3599TRAN Exhibit "A" (cont'd) Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 Kimley >>> Horn Page 4 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 Kimley-Horn will not exceed the total maximum labor fee shown without authorization from the Client. Individual task amounts are provided for budgeting purposes only. Kimley-Horn reserves the right to reallocate amounts among tasks as necessary. Labor fee will be billed on an hourly basis according to our then-current rates. As to these tasks, direct reimbursable expenses such as express delivery services, fees, air travel, and other direct expenses will be billed at 1.10 times cost. A percentage of labor fee will be added to each invoice to cover certain other expenses as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Administrative time related to the project may be billed hourly. All permitting, application, and similar project fees will be paid directly by the Client. Should the Client request Kimley-Horn to advance any such project fees on the Client’s behalf, a separate invoice for such fees, with a ten percent (10%) markup, will be immediately issued to and paid by the Client. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. Closure Kimley-Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in a PDF. We can also provide a paper copy via regular mail if requested. Please include the invoice number and Kimley-Horn project number with all payments. Please provide the following information: ____ Please email all invoices to ___________________________ ____ Please copy _______________________________________ To proceed with the services, please have an authorized person sign this Agreement below and return to us. We will commence services only after we have received a fully-executed agreement. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. To ensure proper set up of your projects so that we can get started, please complete and return with the signed copy of this Agreement the attached Request for Information. Failure to supply this information could result in delay in starting work on this project. We appreciate the opportunity to provide these services. Please contact me at kaylan.burke@kimley- horn.com if you have any questions. PSA25-3599TRAN Exhibit "A" (cont'd) Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 Kimley >>> Horn Page 5 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 Sincerely, Kimley-Horn and Associates, Inc.. Megan Ulery, P.E., LEED AP Kaylan Burke, P.E. Vice President Task Manager RCE #73385 RCE #92759 Attachments: Kimley-Horn Standard Provisions; Attachment A: Ramp List PSA25-3599TRAN Exhibit "A" (cont'd) Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 Kimley >>> Horn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 7/31/2024 Edgewood Partners Ins. Center/Greyling3780 Mansell Rd. Suite 370Alpharetta GA 30022 Jerry Noyola 7702207699 greylingcerts@greyling.com National Union Fire Ins Co of Pittsburg 19445 KIMLASS Allied World Assurance Co (U.S.) Inc.19489Kimley-Horn and Associates, Inc.421 Fayetteville Street, Suite 600Raleigh, NC 27601 New Hampshire Insurance Company 23841 Lloyd's of London 85202 604534743 A X 2,000,000 X 1,000,000 X Contractual Liab 25,000 2,000,000 4,000,000 X X GL5268169 4/1/2024 4/1/2025 4,000,000 AA 2,000,000 X X X CA4489663 (AOS)CA2970071 (MA)4/1/20244/1/2024 4/1/20254/1/2025 B X X 5,000,000 X 03127930 4/1/2024 4/1/2025 5,000,000 X 10,000 CC X N WC015893685 (AOS)WC015893686 (CA)4/1/20244/1/2024 4/1/20254/1/2025 2,000,000 2,000,000 2,000,000 D Professional Liability B0146LDUSA2404949 4/1/2024 4/1/2025 Per ClaimAggregate $2,000,000$2,000,000 Re: Agreement #PSA21-1341FAC - Fleet Fuel Station UST Replacement. The City of Carlsbad is named as an Additional Insured with respects to GeneralLiability where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. Should any of the abovedescribed policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium)will be provided to the Certificate Holder. Umbrella Follows Form with respects to General, Automobile & Employers Liability Policies. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York NY 10163-4668 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 -□ □ ~ - R □ □ ~ ~ - -- ~ ~ -H I I I I I □ POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITYCG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page of12 GL5268169 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 □ A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Insurance Services Office, Inc., 2018 CG 20 10 12 19Page of22 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITYCG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART POLICY NUMBER:526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 11 GL5268169 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11 New Hampshire Insurance Company 04/01/202204/01/202304/01/2024 Docusign Envelope ID: 6EACFF58-FB0E-46A1-9DA1-E147A8F25A11