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HomeMy WebLinkAboutKimley-Horn and Associates inc; 2016-12-27;AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL CAD DESIGN SERVICES KIMLEY-HORN & ASSOCIATES, INC. >LH:....rrho A< , 20}6, extending and amending the agreement dated ahis Amendment No. 2 is entered into and effective as of the / qth day of December 27, 2016 (the "Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Kimley-Horn & Associates, Inc., a corporation ("Contractor''). RECITALS A. On December 27, 2016, the Parties adopted the Agreement for architectural CAD design services; and B. On December 18, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for one year to December 27, 2018; and C. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 27, 2019 on a time and materials basis not-to-exceed ninety-five thousand dollars ($95,000.00). 2. All other provisions of the Agreement, as may have been amended from time to time, will 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, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. 5. CONTRACTOR (sign here) N\~~~1~ ~/title) City Manager or Mayor or Director ATTEST: (-A /) I 1 . /(2/((lo. w. I</ ttl ~tu< ) ~ BARBARA ENGLESON j111'-6ty Clerk 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: ::uA f C:l[ttorney Assistant City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES On an as-needed basis, create and revise existing computer generated, color images for the purpose of showing the public conceptual architectural design options for potential city projects. May include: • GIS services • Photography • Architectural renderings • Simulations • 3D renderings • Graphic design • Animation and GUI website design or related tasks • Development of collateral for posters, PowerPoints, handouts, etc . City will provide a detailed description of each design task and deadlines through email, phone or in-person meeting. This direction will include, but not be limited to: • Perspectives (aerial, street level, west facing birds eye, etc.) • Look and feel of project (the design inspiration and/or community character to be shown) • Direction on design details, such as people, street furniture, lighting and landscaping . • Intended audiences • Intended use (website, video, etc.) • Finished size and resolution needed • Review process • Deadline for final files to be sent for production (contract includes design and delivery for production in format specified, not the actual production of materials) Prior to starting work, Contractor will provide a detailed timeline indicating key milestones in the design process and the time needed for review and revisions in order to meet the city's deadline. Contractor will also present a not to exceed budqet for the task. Contractor to submit to city staff draft designs as low res PDFs for review and approval. Contractor will modify designs based on direction from city staff. City will provide Contractor with photos, if needed. Contractor to obtain unlimited usage rights for any additional stock photos purchased and used. Contractor to follow style guidelines provided by Communications Department for any Contractor created designs, including heading and caption fonts and colors and logo usage, if any. Contractor will deliver the following for each project: • Jpeg and PNG files at a size specified by the city • All native project files and Adobe PDF files • All physical and digital media source files . Other considerations: • All works submitted to and accepted by the city must be an original piece designed by the contractor. • The city reserves the right to use all submitted works in current and/or future forms of current media and/or media to be developed. Total for contract: Not to exceed $95,000 City Attorney Approved Version 1/30/13 3 Client#· 25320 KIMLHORN ACORDr. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 3/25/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~i~cT Jerry Noyola Grayling Ins. Brokerage/EPIC ----~ --1· ---------- ~H~Jo, Ext}: 770-552-4225 ---_ --r~LNoJ: 8~6_-550-40_132 3780 Mansell Road, Suite 370 J~C:J~ss:_ierry .noyola@greyling.com Alpharetta, GA 30022 - - -------- INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : National Union Fire Ins. Co. 19445 INSURED INSURER B : Aspen American Insurance Company 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· 18-19 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. ---------- ~l?,'kL SUBR -I 11 POLICY EH~ 1 POLICY EX~1 ~------------INSR TYPE OF INSURANCE LIMITS LTR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 5268169 04/01/2018 04/01/201~ EACH OCCURRENCE $1,Q!)0,00Q_ --= I CLAIMS-MADE [!] OCCUR - s~~~@H9t.E~Ji,Pence\ -$500 000 X Contractual Liab. _M_E_D EXP (Any one person) $25_,000 --------- PERSONAL & ADV INJURY $1,000 000 ------ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ [!] PRO-[!]LOC $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER $ A AUTOMOBILE LIABILITY 4489663 04/01/2018 04/01/201S fE~~~~~~~?NGLE LIMIT $1,000,000 - X ANYAUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED -NON-OWNED PROPERfr DAMAGE ---------- X X $ AUTOS ONLY ,__ AUTOS ONLY {P_filJ!QQld~nij __ ·-------- $ ~ ------------------. -------------I----------- ----- B X UMBRELLA LIAB ~ OCCUR CX005FT18 04/01/2018 04/01/201S EACH OCCURRENCE $51()_()0100() ___ -------- EXCESS LIAB CLAIMS-MADE AGGREGATE $5,Q00,000 ~E~ 1 ~ENTION $0 --- ---------- $ / C WORKERS COMPENSATION 015893685 (AOS) 04/01/2018 04/01/201S X l~~~TIIT~ I l~JH-AND EMPLOYERS' LIABILITY Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE~ 015893686 (CA) 104/01 /2018 04/01/201~ E L EACH ACCIDENT $1,000 000 OFFICER/MEMBER EXCLUDED? N N/A C (Mandatory In NH) 039326820 (ME) 104/01/2018 04/01/201~ E.L DISEASE -EA EMPLOYEE $1,000 000 If yes, describe under $1,000,000 DESCRIPTION OF OPERATIONS below E L. DISEASE -POLICY LIMIT D Professional Liab P070831800 104/01 /2018 04/01/20H 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: Transportation Projects, Architectural Cad & Graphic Design On-Call. The City of Carlsbad, its officials, employees & volunteers are named as Additional Insureds with respects to General Liability where required by written contract. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation in favor of Additional lnsured(s) where required by written contract & allowed by law. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Lisa Cornwall ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 AUTHORIZED REPRESENTATIVE I ..04/2( ~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1019399/M1017400 JNOY1 DESCRIPTIONS (Continued from Page 1) 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. SAGITTA 25.3 (2016/03) 2 of 2 #S1019399/M1017400 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 AddltJonal Insured Person(s) Or Organlzationl1) Locatlon(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOH 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(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 damagen 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 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 2 D C. 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 Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 10 04 13 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} Location And Description Of Completed Operations Or Organizatlonlsl 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 AGREEHENT 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 organizetion(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 hazardM. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; end 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. B. 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. Av&ilable under the applicable Limits o1 Insu- rance shown in the Declarations; whichever is less. This endorsement shall not increase the appli- cable Limits of Insurance shown In the Decle• rations. ca 20 37 04 13 e Insurance Services Office, Inc., 2012 Page 1 of 1 a AGREEMENT TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL CAD DESIGN SERVICES BETWEEN CITY OF CARLSBAD AND KIMLEY-HORN & ASSOCIATES, INC. This Amendment No. 1 is entered into and effective as of the \0t°'-day of 12¢~ , 20-1] extending and amending the agreement dated December27,206(the'·Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, {"City"), and Kimley-Horn & Associates, Inc., a North Carolina Corporation ("Contractor"). RECITALS A. On December 27, 2016, the Parties executed the Agreement for architectural CAD design services; and B. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 27, 2018 on a time and materials basis not-to-exceed ninety-five thousand dollars ($95,000.00). 2. All other provisions of the Agreement, as may have been amended from time to time, will 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, will include coverage for this Amendment. Ill Ill II/ Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By:v '/i_ .. d {L(siQn here) o,., .. , L.. .. J •• , ~IE 5,. v,u f, ...•. J ...... t (pri t name/title) (sign here) Mtt~ M111.xlfl'{,..rur,. (print name/title) 1flt. Y CITY OF CARLSBAD, a municipal corporation of the State of California By: 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:_ft..;......;..._tl__..__L__.____ Assistant City Attorney City Attorney Approved Version 1/30/13 2 Client#· 25320 KIMLHORN ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 12/06/2017 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 ORALTERTHE 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 ~fU!~c I Jerry Noyola Grayling Ins. Brokerage/EPIC ritJgN~o Ext\: 770-552-4225 I rffc. No): 866-550-4082 3780 Mansell Road, Suite 370 1fifJ~ss: jerry.noyola@greyling.com Alpharetta, GA 30022 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Natlonal Union Fire Ins. Co. 19445 INSURED INSURER B : Aspen American Insurance Compan 43460 Kimley-Horn and Associates, Inc. INSURER C : Now Hampshire Ins. Co. 23841 421 Fayetteville Street, Suite 600 INSURER D : Lloyds of London 085202 Raleigh, NC 27601 INSURERE: 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 <:11M&M~i POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER {MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 5268169 ~4/01/2017 04/01/2018 EACH OCCURRENCE $1 000.000 I CLAIMS-MADE [!] OCCUR ~~~~~H?E~~~J.TJ>encel $500 000 ~ Contractual Liab. MED EXP (Any one person) $25,000 PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ [!] PRO-rx7 LOG $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY 4489663 ~4/01/2017 04/01/2018 COMBINED SINGLE LIMIT t1,000,000 /Ea accident\ f----X ANYAUTO BODILY INJURY (Per person) $ ~ ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ f-----NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS /Per accident\ $ -$ B ~ UMBRELLA LIAB ~ OCCUR CX005FT17 04/01/2017 04/01/2018 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000 000 / DED I XI RETENTION $0 $ C WORKERS COMPENSATION 015893685 (AOS) 04/01/2017 04/01/2018 X IPER I l~JH-AND EMPLOYERS' LIABILITY y / N ISTATUTF ANY PROPRIETOR/PARTNER/EXECUTIVE Cm 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 $1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT D Professional Liab P070831700 04/01/2017 04/01/2018 Per Claim $2,000,000 V Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Transportation Projects, Architectural Cad & Graphic Design On-Call. The City of Carlsbad, its officials, employees & volunteers are named as Additional Insureds with respects to General Liability where required by written contract. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation in favor of Additional lnsured(s) where required by written contract & allowed by (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Lisa Cornwall ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 AUTHORIZED REPRESENTATIVE I Ll.;(V": ~:,- © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S914822/M695961 JNOY1 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. SAGITTA 25.3 (2014/01) 2 #S914822/M695961 POLICY NUMBER: 5268169 / COMMERCIAL GENERAL LIABILITY CG 20 33 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who la An lnaured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an addi- tional insured 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. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations for that additional insured are completed, B. With respect to the insurance afforded to these additional insureds, the following additional ex- clusions apply: This insurance does not apply to: 1. "Bodily injury". "propeny damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications: or b. Supervisory, Inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily in· jury" or "property damage", or the offense which caused the "personal and advertising Injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. 2. "Bodily injury" or "property damage" occurring after: a. 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 b. 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 Ill • Limits Of Insurance: The most we will pay on beh&lf of the additional insured is the amount of insurance: CG 20 33 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 2 a 1. Required by the contract or agreement you have entered into with the additiornsl insured: or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 O Insurance Services Office, Inc., 2012 CG 20 33 04 13 0 I ! ~ l l I I I. l 1 l I i 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 ut Additional Insured Person(st Or Organlzatlon(s) Location And Description Of Completed Operatfons ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEHENT. WHOH YOU BECOHE OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF NJY 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(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 Limits 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 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 0 AGREEMENT FOR ARCHITECTURAL CAD DESIGN SERVICES BETWEEN CITY OF CARLSBAD AND KIMLEY-HORN & ASSOCIATES, INC. ~', THIS AGREEMENT is made and entered into as of the -~ 1 } tiJ 6-::..f\L.k' o ccboA--, 20 / Lf , by and between the CITY OF CARLSBAD, corporation, ("City"), and Kimley-Horn & Associates, Inc., a North Carolina ("Contractor"), RECITALS day of a municipal Corporation City requires the professional services of design firm experienced in creating computer generated visual designs for transportation projects. Contractor has the necessary experience in providing professional services and advice related to design renderings. 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one year from the date first above written. The Agreement may be extended for two additional one year terms with the consent of both parties. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. Compensation. The total fee payable for the Services to be performed shall not exceed ninety-five thousand dollars ($95,000.00) per agreement year. The hourly rates for this contract are: Principai/QA/QC Project Manager Senior Design Associate Senior Project Support Graphic Designer CADD GIS Specialist Administrative Support $250/hr $180/hr $175/hr $170/hr $135/hr-$145/hr $125/hr $135/hr $1 00/hr 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 (1 0%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. 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 City Attorney Approved Version 6-2015 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 5. Ownership of Work(s). Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images (whether still or moving), audio sounds, recordings, notes, computations, writings, and other materials and documents (collectively "Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparation, and Contractor shall deliver such materials and documents to City, upon request. Contractor shall have the right to make duplicate copies of such materials and documents for its own file or for other purposes the City may agree as to in writing. 6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Work) and results of the Services to be rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. If for any reason the Work would not be considered a work made-for-hire under applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S. C. 1 06A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. Contractor agrees to execute all required documents and to perform such other proper acts, as City may deem necessary to secure for City or its designee the rights herein assigned. City Attorney Approved Version 6-2015 2 7. Indemnification for Intellectual Property Infringement. Contractor agrees to defend, indemnify and hold harmless City, its elected officials, employees and agents from and against any claim, action, proceeding, liability, loss, damage, cost or expense, including, without limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party, or that City's use of them otherwise violates this Section [collectively referred to for purposes of this Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in settlement of such Infringement Claim(s), as well as any and all expenses or charges arising from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by City or any other party indemnified under this Section. City also agrees that, if the use or operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or modify them with another item of comparable quality and performance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and performance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an Infringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services and/or deliverables, or part thereof, or replace or modify the Works, products, services and/or deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within ten (1 0) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Acts. 8. Indemnification -General. 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 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. City Attorney Approved Version 6-2015 3 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. 9. 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. 1 0. Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and om1ss1ons 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: City Attorney Approved Version 6-2015 4 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 12. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 13. 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 and/or U.S. 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 City Attorney Approved Version 6-2015 5 tasks completed and the compensation to be made. 14. 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. 15. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 16. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 17. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 18. 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. 19. 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. City Attorney Approved Version 6-2015 6 CONTRACTOR *By: ~P~~ ( n her fu-.,-n-1C»J"f Po~(:,flM."Z. , P.c. c.-v'l'1"l'1 (Print name/title) vl<E p;2~t:.&-.~l (Print name/title) ~:..sftl(,._+ See-~'e-h")' pe+lj'"; P!e.Jy~ ),rlo-ctU<--~ ley-ll~r-Jt. UJAt 1 (e-mail address) ATTEST: l.1: dU• AA J! 11}c:rrfo~J"~ BARBARA ENGLESON City Clerk 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_ .. ~ Attorney /' /" v .~ ;i(_;f~··· By: c:;;; ~///" ;; AssistimtCity Attorney City Attorney Approved Version 6-2015 7 EXHIBIT "A" SCOPE OF SERVICES On an as-needed basis, create and revise existing computer generated, color images for the purpose of showing the public conceptual architectural design options for potential city projects. May include: • GIS services • Photography • Architectural renderings • Simulations • 3D renderings • Graphic design • Animation and GUI website design or related tasks • Development of collateral for posters, PowerPoints, handouts, etc . City will provide a detailed description of each design task and deadlines through email, phone or in-person meeting. This direction will include, but not be limited to: • Perspectives (aerial, street level, west facing birds eye, etc.) • Look and feel of project (the design inspiration and/or community character to be shown) • Direction on design details, such as people, street furniture, lighting and landscaping . • Intended audiences • Intended use (website, video, etc.) • Finished size and resolution needed • Review process • Deadline for final files to be sent for production (contract includes design and delivery for production in format specified, not the actual production of materials) Prior to starting work, Contractor will provide a detailed timeline indicating key milestones in the design process and the time needed for review and revisions in order to meet the city's deadline. Contractor will also present a not to exceed budget for the task. Contractor to submit to city staff draft designs as low res PDFs for review and approval. Contractor will modify desiQns based on direction from city staff. City will provide Contractor with photos, if needed. Contractor to obtain unlimited usage rights for any additional stock photos purchased and used. Contractor to follow style guidelines provided by Communications Department for any Contractor created designs, including heading and caption fonts and colors and logo usage, if any. Contractor will deliver the following for each project: • Jpeg and PNG files at a size specified by the city • All native project files and Adobe PDF files • All physical and digital media source files . Other considerations: • All works submitted to and accepted by the city must be an original piece designed by the contractor. • Contractor's design submissions to the city may not contain profanity, erotica or pornography and/or the Contractor's personal racial, political or religious views. • The city reserves the right to use all submitted works in current and/or future forms of current media and/or media to be developed. Total for contract: Not to exceed $95,000 City Attorney Approved Version 6-2015 8