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HomeMy WebLinkAboutKimley-Horn and Associates Inc; 2018-06-01; TRAN1696TRAN1696 City Attorney Approved Version 1/30/13 1 RATIFICATION OF AMENDMENT NO. 1 TO EXTEND AGREEMENT FOR TROLLEY FEASIBILITY STUDY PHASE II SERVICES KIMLEY HORN AND ASSOCIATES, INC. This Ratification of Amendment No. 1 is entered into as of the ___________ day of _____________________________________, 2019, but effective as of the 1st day of June, 2019, extending and amending the agreement dated June 1, 2018 (the “Agreement”) by 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 Trolley Feasibility Study Phase II Services. RECITALS A. The Agreement, as amended from time to time expired on May 31, 2019 and Contractor continued to work on the services specified therein without the benefit of an agreement; and B. The Parties desire to alter the scope of work of the Agreement to extend the Agreement for a period of three (3) months; and C. The Parties have agreed to a no-cost time-only extension for Amendment No. 1 to complete the scope of services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of three (3) months ending on August 29, 2019. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. 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. /// /// /// /// /// /// /// DocuSign Envelope ID: CBEE43D0-ED55-4022-9CAD-58E4A144C8A6 June 4th TRAN1696 City Attorney Approved Version 1/30/13 2 5. 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, KIMLEY HORN AND ASSOCIATES, INC. a North Carolina corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works as authorized by the City Manager Dennis Landaal, Senior Vice President (print name/title) By: (sign here) Jon Collins, Assistant Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: _____________________________ Deputy City Attorney DocuSign Envelope ID: CBEE43D0-ED55-4022-9CAD-58E4A144C8A6 INSR ADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Union Fire Ins. Co. Aspen American Insurance Company New Hampshire Ins. Co. Lloyds of London 4/02/2019 Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 Jerry Noyola 770-552-4225 866-550-4082 jerry.noyola@greyling.com Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 Raleigh, NC 27601 19445 43460 23841 085202 19-20 A X X X Contractual Liab. X X 5268169 04/01/2019 04/01/2020 1,000,000 500,000 25,000 1,000,000 2,000,000 2,000,000 A X X X 4489663 04/01/2019 04/01/2020 1,000,000 B X X X 0 CX005FT19 04/01/2019 04/01/2020 5,000,000 5,000,000 C A N 015893685 (AOS) 015893686 (CA) 04/01/2019 04/01/2019 04/01/2020 04/01/2020 X 1,000,000 1,000,000 1,000,000 D Professional Liab B0146LDUSA1904949 04/01/2019 04/01/2020 Per Claim $2,000,000 Aggregate $2,000,000 Re: Agreement #TRAN1392 - Grant Application Assistance Services. 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. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 1 of 1 #S1551009/M1513917 KIMLHORNClient#: 25320 JNOY1 This page has been left blank intentionally. 5268169 5268169 This page has been left blank intentionally. 04/01/2019 015893686 This page has been left blank intentionally. TRAN1696 AGREEMENT FOR TROLLEY FEASIBILITY STUDY PHASE II SERVICES KIMLEY-HORN AND ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 1 ~ day of -::11 'i:IA.e... , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in trolley feasibility studies. B. Contractor has the necessary experience in providing professional services and advice related to trolley feasibility studies 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 (1) years from the date first above written. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty four thousand eight hundred dollars ($34,800). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 City Attorney Approved Version 9/27/17 TRAN1696 under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus 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 9/27/17 2 TRAN1696 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 9/27/17 3 TRAN1696 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 Lolly Sangster Title Program Manager Department Public Works City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92008 Phone No. 760-602-2772 For Contractor Name Matthew Horton Title Project Manager Address 401 B Street, Suite 600 San Diego, CA 92101 Phone No. 619-234-9411 Email matt.horton@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. Yes [if' No D City Attorney Approved Version 9/27/17 4 TRAN1696 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 9/27/17 5 TRAN1696 employee, any fee, commIssIon, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. 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 City Attorney Approved Version 9/27/17 6 TRAN1696 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 Carolina · here) ,~'{l~a. \ L..oo•Ylt's, Pf, .h~ 1>;.tg,11_t ~ ec..-r tH't- (print name/title) 0 CITY OF CARLSBAD, a municipal corporation of the State of California By: Elaine Lukey / Public o s 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 BY~ Deputy City Attorney City Attorney Approved Version 9/27/17 7 SCOPE OF \NORK (For Exhibit A) Trolley Feasibility Study Phase II May 8th, 2018 A. Project Background TRAN1696 The City has previously adopted a Coastal Mobility Readiness Plan that identified the need for additional mobility options along the coast in Carlsbad. This study lead to the Trolley Program Feasibility Study Phase I that revealed a wide variety of emerging mobility technology's that could serve residents, visitors, employees and businesses in areas along the beach, the Village, Barrio, and business park areas. To fully understand the opportunities and challenges of operating and implementing these technologies and moving towards a more "Connected Carlsbad", the City is preparing a Trolley Feasibility Study Phase II to: • Find better ways of connecting residents with the Coaster stations • Provide residents with better options to get around town to the beach, restaurants, entertainment, and shops. • Develop options for connecting workers to our high-tech jobs located in the business park B. Scope of Work Task 1.0-Meetings and Coordination The Consultant will work with the Client to form three project groups to assist in the development of the project. The proposed committees, their role in the project, and potential members are detailed below: Project Development Team (PDT)-The PDT will influence the day-to-day development of the project. Members will assist in regular decision-making and will be engaged the most frequently of the proposed committees. Members would include the Consultant and City Staff. Technical Advisory Committee (TAC)-The TAC will influence the project at intermediate milestones. Members will assist with technically guiding the project when additional stakeholders are necessary besides the PDT. Members would include PDT members, North County Transit District, Traffic Safety Commission, Carlsbad Village Association, and Tourism BID. Focus Groups -Focus groups will be held to discuss potential mobility technologies. These meetings will educate on the advantages of each technology and will provide an opportunity for feedback. Input will be summarized and inform recommended alternatives. Meetings or teleconference calls will be held every first and third week of the month with the Project Development Team. At milestones and decision points during the project, these meetings will be replaced with meetings with the TAC and SC. Deliverables: • Agenda and meeting summary • Attendance of up to two (2) consultant staff at TAC meetings and one (1) consultant staff for progress meetings Task 2.0: Key Origin and Destination Evaluation Kimley Horn will procure data from Streetlight Data Analytics for zones with origin and destination attributes for one- time period. This data will be assembled in a GIS shapefile format and delivered to the City. Kimley-Horn will also TRAN1696 produce text, graphics, and figures that describe patterns from the data that are applicable to the areas considered in the Coastal Mobility Readiness Plan and the Trolley Program Feasibility Study. Deliverables: • Summary of findings including maps, tables and graphs • GIS shapefile of zone information Task 3.0: Alternative Analysis Kimley-Horn will complete a review of best practices in local mobility technologies. Attention will be paid to cities similar in size and visitor profiles as Carlsbad. Research will entail web research and may also include phone interviews with key city staff and operators to develop a more thorough understanding of the nuances associated with providing new mobility services. Based on feedback from the focus groups and findings from the best practices research, select mobil~ytechnologies that address the priorities of the City will be identified for additional evaluation, including next step Deliverables: • List of technologies that meet City priorities • Next steps to implement seleded technologies Task 4.0: Technology Evaluation Kimley-Horn will perform a current evaluation of mobility technology opportunities building upon findings in the Mobility Readiness Plan. Deliverables: • Memorandum of technologies available currently and in the near future to inform the items identified in the Alternative Analysis Task 5.0: Trolley Feasibility Study Phase II Report The findings of the previous tasks will be compiled into a Draft and Final Trolley Feasibility Study Phase II report. This report will address Phase I of the Trolley Program Feasibility Study. Deliverables: • Draft and Final Trolley Feasibility Study Phase II Report, including all items prepared in previous tasks Scope of Work TRAN1696 Any services not specifically identified in the above scope will require an amendment to this Task Order. Additional services that Consultant can provide as part of an amendment are: • State and Federal agency or resource agency coordination; • Travel demand management strategy program development; • Design advancement, concept refinement, or conceptual engineering; • TOM performance evaluations; • Benefit-Cost analysis; • Design of physical improvements; • Aerial topographical mapping; • Ground survey; and • Cost estimates for improvements or strategies Fee and Expenses Kimley-Horn will perform the services in Tasks 1 - 5 including the contingency for the total not to exceed lump sum fee below. Individual task amounts are informational only. 1 -Meetings and Coordination 2 -Key Origin and Destination Analysis 3 -Alternative Analysis 4 -Technology Evaluation 5 -Trolley Feasibility Study Phase II Total Fee Not to Exceed Schedule The term for which these services is until February 20, 2019. Sc ope of Work $5,600 $9,600 $5,500 $6,000 $8,100 $34,800 Client#· 25320 KIMLHORN ACORDTM 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 BElWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, _the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain poUclas 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 ~erryNoyola Greyllng Ins. Brokerage/EPIC . 770-552-4225 I IA/C, Nol: 866-550-4082 3780 Mansell Road, Suite 370 eny.noyola@greyling.com Alpharetta, GA 30022 INSURERISI AFFORDING COVERAGE NAICO INSURER A : Hatlonal Union Flre Ina. Co. 19445 INSURED INSURER B : Aspen Am•rfcan lnsw-anca Company 43460 Klmley-Horn and Associates, Inc. INSURER C : N•w Hampthlre Ins, eo. 23841 421 Fayetteville Street, Suite 600 INSURER D: Lloyd, oil.a...,, 085202 Raleigh, NC 27601 INSURERE: INSURERF: 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 AN'f 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 CONDmONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ::,Of,L N R = POLICY NUMBER ,:&i&~ ,:&i&~ UMITS A X COMMl!RCIAL GENERAL LIABILITY 5268169 04/01/2018 04/01/201S EACH OCCURRENCE s1 000.000 ~ =:J CUIIM5-MADE [!] OCCUR ~~~!!;1J9&'~£nce\ s500 000 X Contractual Llab. MED EXP (MY one person) s25 000 ~ PERSONAL & ADV INJURY s1,000 ooo ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2 000,000 ~ [i]PR~ [K]LOC s2 000,000 POLICY X JECT PRODUCTS • COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY 4489663 04/01/2018 04/01/201S ~~~~~llNGLE LIMIT s1,000 000 -' 2 AI-NAUTO BODILY INJURY (Per person) $ OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accldenl) $ x HIRED .!.. NON-OWNED ~~~~~1;:;,?AMAGE $ AUTOS ONLY AUTOS ONLY $ B _! UMBRELLA LIAB ~OCCUR CX005FT18 04/01/2018 04/01/201B EACH OCCURRENCE s5 000.000 EXCESSLIAB CLAIMS-MADE AGGREGATE $5000.000 oeo I XI RETENTION so $ C WORKERS COMPENSATION 015893685 (AOS) 04/01/2018 04/01/201!3 x I~~--I l!?!H- A AND EMPLOYERS' LIABILITY y / N 015893686 (CA) ~/01/2018 04/01/201S s1000000 ANY PROPRIEJORIPARTNER/EXECUTIVE[Jil E.L EACH ACCIDENT OFFICER/ME BER EXCLUDED? N N/A C (Mandatory In NH) 039326820 (ME) 04/01/2018 04/01/201!3 E.L DISEASE -EA EMPLOYEE s1 ooo ooo grs~as~.w~~ 'g1~~PERATIONS below E.L DISEASE -POLICY LIMIT s1000000 D Professlonal Llab P070831800 !14/01/2018 04/01/201S Per Clalm $2,000,000 Aggregate $2,000,000 I DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remari<s Schedule, may be attached If mom space Is required) Re: Agreement #TRAN1519 -Moblllty Plan Trolley Program Feasibility Study. The City of Carlsbad is named as an Additlonal Insured with respects to General Llabllity where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. Should any of the above described pollcles 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 Llablllty Pollcles. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 • ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE I ..6.(~~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #51019397/M1017400 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(sl Location(sl 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(sl 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(sl at the location(s) designated above. However: 1, The insurance afforded to such additional insured only applies to the extent permitted by law: and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage• occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 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} Or Orgsnlzatlon(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEMENT. WHOM YOU BECOHE 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 organizatlonrsl 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• mem, 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. 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. co 20 37 04 13 e Insurance Services Office, Inc., 2012 Page 1 of 1 a 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 la Indicated below. (The folawlng • atlalHng clause" need be C0llpe1ed only when this ellllorselMnl Is Issued subsequent ~ pniparatlon of Iha pallcy), Thia endorsement, effective 12:01 AM fonns a part of Polley No Issued to Kl"LEY·HORN AND ASSOCIATES, INC. By NATIONAL UNION FIRE INSURANCE CO"PANY OF PITTSBURGH, PA. We have a right to recover our payments from anyone Hable for an Injury covered by this policy, We will not enforce our right against any person or organization wilh whom you have a written contract that requires you to obtain this agreement from us, as·regards any work you perform for such person or organization. The addltlonal premium for this endorsement shall ba 2. 00 % of the total estimated workers compensation premium for this policy. WCCM 03 81 (Ed, 11190) Countenslgned by ____________ . _____ _/4._~ __ _ Authorized Representative -· ~ --= - I!!!!!!!!!!!!!!