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HomeMy WebLinkAboutKimley Horn and Associates Inc; 2017-10-19; TRAN1617AMENDMENT NO.1 TO EXTEND THE AGREEMENT FOR UPDATE TRAFFIC SIGNAL GN, SPEC, & PLANS TEMPLATE KIMLEY HORN AND ASSOCIATES, INC. TRAN1617 No.1 is entered into and effective as of the d. 5--lli day of -1-1-....!,!!:::IL...l<:l,.d..l!=!~~c__-----' 2018, extending the agreement dated October 19, 2017 (the " greement") b and between the City of Carlsbad, a municipal corporation, ("City"), and Kimley Horn and Associates, Inc., a North Carolina corporation ("Contractor") (collectively, the "Parties") for Update Traffic Signal GN, Spec, & Plans Template. RECITALS A. The Parties desire to extend the Agreement for a period of sixty (60) days. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of sixty (60) days ending on April 17, 2018. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill /II /II /II Ill Ill /II Ill /II Ill City Attorney Approved Version 1 /30/13 TRAN1617 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR, Kl MLEY HORN AND ASSOCIATES, INC., a North Carolina corporation Bya~ De • •,., L .. & J •• ~ s,, v, " f, .. .,, J., .... \- (print ame/title) CITY OF CARLSBAD, a municipal corporation of the State of California ,t,' I By: _,:. / ... /Z-11 11 ;? ,/ 1·1r.-~,1 I Elaine Lukey / Pµblic Works Director as authorized by the City Manager If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1 /30/13 2 Client#· 25320 KIMLHORN ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 12/11/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~R:!~cT Jerry Noyola Greyling Ins. Brokerage/EPIC FitJ8,Nrfo, Ext): 770-552-4225 I r..et Nol: 866-550-4082 3780 Mansell Road, Suite 370 !iD~~ss: jerry.noyola@greyling.com Alpharetta, GA 30022 INSURER($) AFFORDING COVERAGE NAIC# INSURER A : National Union Fire Ins. Co. 19445 INSURED INSURER B : Aspen American Insurance Compan 43460 Kimley-Horn and Associates, Inc. INSURER C : New Hampshire Ins. Co. 23841 421 Fayetteville Street, Suite 600 INSURER D : Lloyds of London 085202 Raleigh, NC 27601 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 17-18 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR r&~M8MYY1 11&~M8~1 LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY 5268169 ~4/01/2017 04/01/201S EACH OCCURRENCE $1,000,000 -D CLAIMS-MADE [!] OCCUR ~~~~ff,~J?E~~~JuErPencel $500,000 2 Contractual Liab. MED EXP (Any one person) $25,000 PERSONAL & ADV INJURY ~ s1,ooo,ooo GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 ~ lx1PRO-IXl LOC $2,000,000 POLICY _ JECT PRODUCTS -COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY 4489663 04/01/2017 04/01/20H COMBINED SINGLE LIMIT $1,000,000 /Ea accidentl -X ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS -AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS !Per accident) - $ B ~ UMBRELLA LIAB ~ OCCUR CX005FT17 ~4/01/2017 04/01/201S EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 OED I XI RETENTION $0 $ C WORKERS COMPENSATION 015893685 (AOS) 04/01/2017 04/01/201S X l~~fnnF I IOTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE [Ji] E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A A (Mandatory in NH) 015893686 (CA) 04/01/2017 04/01/2018 E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below D Professional Liab P070831700 04/01/2017 04/01/2018 Per Claim $2,000,000 Aggregate $2,000,000 / DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Agreement #TRAN1519 -Mobility Plan Trolley Program Feasibility Study. The City of Carlsbad is named as an Additional Insured with respects to General Liability where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. Should any of the above described 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. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P .0. Box 4668 -ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE I £74/4(~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S915762/M695961 JNOY1 POLICY NUMBER: 5268169 / COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(sl Or Organization(s) Location(sl Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. 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(sl 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(sl 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. CG 20 10 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 D POLICY NUMBER: 5268169 / COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person{s} Or Organization(sl Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEMENT. WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. -·---·---- 1---~---- Information required to complete this Scfiedule, 1f 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 agree- ment, the insurance afforded to such addi· tional insured will not be broader than that - which you are required by the contract or agreement to provide for such additional insured. 8. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill • 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 Limit$ of Insu- rance shown in the Declarations; whichever is less. This endorsement shall not increase the appli- cable Limits of Insurance shown in the Decla- rations. CG 20 37 04 13 e Insurance Services Office, Inc., 2012 Page 1 of 1 0 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause· need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 04/01/17 Issued to KI MLEY-HORN AND ASSOC I ATES, I NC. forms a part of Policy No. 015893686 By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such parson or organization. The additional premium for this endorsement shall be 2. 00 % of the total estimated workers compensation premium for this policy. WC 04 03 61 (Ed. 11/90) Countersigned by __________________ #~ __ _ Authorized Representative TRAN1617 AGREEMENT FOR UPDATE TRAFFIC SIGNAL GN, SPEC, & PLANS TEMPLATE SERVICES KIMLEY HORN AND ASSOCIATES, INC. a T~MENT is made and entered into as of the / q f!l_ day of C , 20J.1, by and between the CITY OF CARLSBAD, 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. B. Contractor has the necessary experience in providing professional services and advice related to design. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one hundred twenty (120) days from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-three thousand seven hundred fifty dollars ($23,750). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as City Attorney Approved Version 4/1/15 TRAN1617 necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus 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. City Attorney Approved Version 4/1 /15 2 TRAN1617 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. City Attorney Approved Version 4/1 /15 3 TRAN1617 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Tam Tran Traffic Systems Operations Title Specialist Department Public Works City of Carlsbad Address 1635 Faraday Av Carlsbad, CA 92008 Phone No. 760-602-2736 For Contractor Name Dennis Landaal Title Project Manager Address 401 B Street, Ste 600 San Diego, CA 92101 Phone No. 619-234-9411 Email dennis.landaal@kimley-horn.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 4/1/15 4 TRAN1617 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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 City Attorney Approved Version 4/1/15 5 TRAN1617 employee, any fee, comm1ss1on, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 4/1/15 6 TRAN1617 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR KIMLEY HORN AND ASSOCIATES, INC., a North Caroli By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Elaine Lukey, Mile Works Director as authorized by the City Manager Mt~~ 'S, /JAGtttclw 11'\"\J.... ; k.st~;rP;.rrS-re~ (print name/titlef If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: -~-----"--~~.___ Deputy City Attorney City Attorney Approved Version 4/1/15 7 Kimley >>> Horn May 31st, 2017 Mr. Tam Tran City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008 Exhibit A Re: Professional Services Agreement -Traffic Signal General Notes, Specifications, and Plans Layout Template Dear: Mr. Tran 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 traffic engineering services as discussed on Tuesday, May 30th, 2017. Project Understanding The City of Carlsbad is seeking to establish citywide standards for the construction of new, and modification of existing, traffic signals. The first step in the development of these standards are: 1. Development of Traffic Signal General Notes 2. Development of Traffic Signal Specifications 3. Development of Carlsbad Traffic Signal Plan Layout Template Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1 -Traffic Signal General Notes: City of Carlsbad staff have prepared a revised set of traffic signal general notes for use on traffic signal installation and modification plans. As part of this task Kimley-Horn will review the traffic signal general notes and document recommended modifications. Through coordination with the City of Carlsbad the modifications to be implemented will be identified and implemented into the draft set of Traffic Signal General Notes. Kimley-Horn will review the draft General Notes to identify final modifications required to correlate the Traffic Signal General Notes into alignment with the final Traffic Signal Specifications (completed under Task 2). Deliverables: Draft Traffic Signal General Notes Final Traffic Signal General Notes Task 2 -Traffic Signal Specifications: Historically the City of Carlsbad has utilized the Caltrans Standard Specifications as the basis for traffic signal improvements and modifications. However, with the most recent release of the Caltrans Standard Specifications Section 86 has been removed which requires the development of special provisions for each project to address signal requirements; or agency specific technical specifications for use on all projects. The purpose of this task is to prepare a standard City of Carlsbad Traffic Signal Specification to define the technical requirements of equipment and materials utilized in future traffic signal installations or modifications. kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 Exhibit A Kimley>>>Horn Page2 Initially Kimley-Horn will collect and review existing traffic signal specifications to identify regional standard practices and reference examples. It is anticipated that this will include the following example documents: • Current (as of NTP) Caltrans Revised Standard Specification for Section 86 • 2012 San Diego Regional Supplement to the 2012 Edition of the "Greenbook" • City of San Diego, The "Whitebook" Standard Specifications for Public Works Construction, 2015 Edition • City of San Marcos, Manual for Traffic Signal Designs and Installations • County of Riverside Traffic Signal Specifications Following review of these documents Kimley-Horn will prepare an annotated outline of the City of Carlsbad Traffic Signal specifications. This outline will identify reference specifications and standards, overall specification structure, and traffic signal equipment requirements to be detailed. The annotated outline will be submitted to the City of Carlsbad for review and comment prior to proceeding to the development of draft specifications. Following resolution of comments on the annotated outline Kimley-Horn will proceed with the development of the draft Traffic Signal Specifications. The draft Traffic Signal specifications will capture traffic signal equipment requirements specific to the City of Carlsbad and address the gaps in the reference specifications; but will not seek to rewrite accepted national and/or regional standards (i.e. structural requirements). The draft Traffic Signal Specifications will be submitted to the City of Carlsbad for review and comment. Following resolution of comments Kimley-Horn will prepare the final Traffic Signal Specifications for submittal to the City of Carlsbad. Deliverables: Traffic Signal Specifications Annotated Outline Draft Traffic Signal Specifications Final Traffic Signal Specifications Task 3 -Traffic Signal Plan Layout Template: The City of Carlsbad is seeking to modify the format for future traffic signal improvement and modification plans. Kimley-Horn will prepare a go-by template for use by the City and/or consultants for traffic signal plans. Initially Kimley-Horn will prepare a plan set structure for City comment and review. The initial plan set structure is anticipated to identify proposed legend symbology and consist of the following sheets: • Cover/Title Sheet • Traffic Signal General Notes Sheet • Traffic Signal, Existing/Removal Sheet (if applicable) • Traffic Signal, New/Final Improvement Sheet (to reflect final "as-built" condition) • Schedule Sheet (Pole, Conduit and Conductor, and Equipment Schedules) • ADA Ramp Sheet • Pavement Marking, Existing/Removal Sheet • Pavement Marking, New/Final Condition Sheet The initial Traffic Signal Plan Layout Template will be submitted to the City of Carlsbad for review and comment prior to proceeding with further refinement of the document. Following resolution of comments on the initial Traffic Signal Plan Layout Template Kimley-Horn will proceed with the development of the final Traffic Signal Plan Layout Template for submittal to the City of Carlsbad. kimley-horn.com 401 8 Street, Suite 600, San Diego, CA 92101 619.234.9411 Exhibit A Kimley >>> Horn Page3 Following acceptance of the final Traffic Signal Plan Layout Kimley-Horn will utilize work previously performed for the intersection of Avenida Encinas and Poinsettia Lane to prepare a sample "go-by" of the following two sheets: • Traffic Signal, New/Final Improvement Sheet (to reflect final "as-built" condition) • Schedule Sheet (Pole, Conduit and Conductor, and Equipment Schedules) It is anticipated that no field work or design will be required in the development of the "go-by" plan sheets -information to be included will be as documented in previous tasks performed under a separate contract. These "go-by" sheets will be used by the City to aid in communicating to others on how the Traffic Signal Plan Layout Template is to be utilized. Deliverables: Initial Traffic Signal Plan Set Layout Final Traffic Signal Plan Set Template "Go-by" Improvement Plan and Schedule Sheets Project Meetings It is anticipated that one project meeting will be required during the course of this project. This project meeting is anticipated to occur following completion of the Draft Traffic Signal General Notes, Traffic Signal Annotated Outline, and Draft Plan Set Structure deliverables. The purpose of the meeting will be to review the City comments on the initial deliverables and define the path forward to incorporate the comments in the future deliverables. 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. 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. Schedule We will provide our services as expeditiously as practicable with the goal of meeting a mutually agreeable schedule. Fee and Expenses Kimley-Horn will perform the services in Tasks 1 - 3 for the total lump sum fee below. Individual task amounts are informational only. 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. Task 1 -Traffic Signal General Notes Task 2 -Traffic Signal Specifications Task 3 -Traffic Signal Plan Layout Template kimley-horn.com 401 8 Street, Suite 600, San Diego, CA 92101 $ 1,650 $16,000 $ 6,100 619.234.9411 Exhibit A Kimley>>>Horn Page 4 Total Lump Sum Fee $23,750 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Payment will be due within 30 days of your receipt of the invoice. Closure In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Consultant" shall refer to Kimley-Horn and Associates, Inc., and "Client" shall refer to the City of Carlsbad. Kimley-Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in an Adobe PDF format. 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 ________________ _ If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized persons execute both copies of this Agreement in the spaces provided below, retain one copy, and return the other 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 your project. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Very truly yours, By: Michael S. Washkowiak Project Manager P.E. No. C64737 kimley-horn com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 Kimley >>> Horn CITY OF CARLBAD A Municipality (Date) (Print or Type Name and Title) (Email Address) _______________ , Witness (Print or Type Name) Official Seal: Client's Federal Tax ID: _________ _ Client's Business License No.: _______ _ Client's Street Address: _________ _ Attachment -Request for Information .,e,;ttacl'lment Standard Pr0visio11s kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 Exhibit A Page5 619.2349411 Exhibit A Kimley>>>Horn Page 6 Request for Information Please return this information with your signed contract; failure to provide this information could result in delay in starting your project Client Identification Full, Legal Name of Client Mailing Address for Invoices Contact for Billing Inquiries Contact's Phone and e-mail Client is (check one) Owner I I Agent for Owner I I Unrelated to I Owner Property Id "f ent1 ication Parcel 1 Parcel 2 Parcel 3 Parcel 4 Street Address County in which Property is Located Tax Assessor's Number(s) p rt 0 rope ty wner Id T ent1 1cat1on Owner 1 Owner 2 Owner 3 Owner4 Owner(s) Name Owner(s) Mailing Address Owner's Phone No. Owner of Which Parcel#? p . ro1ect F d" Id T un mg ent1 1cation -1st un mg L" F d" S ources or t e roJect f h p . Attach additional sheets if there are more than 4 parcels or more than 4 owners kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234 9411