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HomeMy WebLinkAboutLightfoot Planning Group; 2018-01-10;AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR LANDSCAPE DESIGN SERVICES, CIVIL ENGINEERING, AND CONSTRUCTION DOCUMENT PREPARATION SERVICES FOR THE CANNON PARK RESTROOM THE LIGHTFOOT PLANNING GROUP 1)z This Amendment No. 1 is entered into and effeciWe as of the ~cf)_, day of .,(.,!Q\Jv\,h&\[ , 2o_ii, extending the agreement dated January 10, 2018 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and The Lightfoot Planning Group, ("Contractor") ( collectively, the "Parties") for landscape architecture, civil engineering, and planning services. RECITALS A. On January 10, 2018, the Parties entered into the Agreement. B. The Parties desire to extend the Agreement for a period of one additional year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one additional year ending on January 10, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ',,,.,.-;-Parks & Recreation Director '"'+-'--'-'--'-=-+-'-----"-"-'--..----+-'~------LC~:)-=--=~:...:......ju~, Ir &Jl,9Jv~ ATTEST: By: \' ~ ~ . \Jwf:'"J 1 I; (sign ere! . BAR -A ENGLESON . JtH.,tl"';z &~ City Clerk (print name rtle) pt-ezJt ~ 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: CELIAA. BREWER, City Attorney BY:_4)~~- Assistant City Attorney City Attorney Approved Version 1 /30/13 2 LIGHPLA-01 AUSTINA ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) ~ 8/22/2018 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# OE67768 ij2~I~cT Erica Wilson IOA Insurance Services ilJ8,NJo, Ext): (858) 754-0063 50233 I FAX 4370 La Jolla Village Drive (A/C, No):(619) 574-6288 Suite 600 i~oA~~s«: Erica.Wilson@ioausa.com San Diego, CA 92122 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A, RLI Insurance Comoanv 13056 INSURED INSURER B , Continental Casualtv Comoanv 20443 The Lightfoot Planning Group INSURER C: 5900 Pasteur Ct., Suite 110 INSURER D: Carlsbad, CA 92008 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 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 AOOL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS I Tl> ,~en '""n T A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE CK] OCCUR DAMAGE TO RENTED 1,000,000 X PSB0002194 05/28/2018 05/28/2019 PREMISES /Ea nrrurronro\ $ X Cont Liab/Sev of Int MED EXP (Anv one person) $ 10,000 -1,000,000 PERSONAL & ADV INJURY $ -2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ CK] PRO-DLoc 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: Deductible $ 0 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident\ $ 1,000,000 X ANY AUTO PSA0001838 09/01/2018 09/01/2019 BODILY INJURY (Per person) $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ HIRED ~8ra~i~1~ ITROPERTYHAMAGE AUTOS ONLY Per accident $ X Comp.: $1,000 X Coll.: $1,000 $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 2,000,000 -PSE0001646 05/28/2018 05/28/2019 2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ / OED I X I RETENTION$ 0 $ A WORKERS COMPENSATION XI ~f~TUTE I I OTH-ANO EMPLOYERS' LIABILITY ER Y/N PSW0002162 09/01/2018 09/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT $ fiFFICER/MEMBER EXCLUDED? N/A 1,000,000 Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ ~~§t~ftf[~~ O~OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Prof Liab/Clms Made MCH114009318 09/01/2018 09/01/2019 Per Claim 2,000,000 B Ded.: $15k Per Claim MCH114009318 09/01/2018 09/01/2019 Aggregate 2,000,000 ./ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: All Operations City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad AUTHORIZED REPRESENTATIVE Attn: Jennifer Marinov -r. ~illcr~~ 799 Pine Ave., Suite 200 ,_ -' r.11 o?nn11 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: The Lightfoot Planning Group Policy Number: PSB0002194 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as· an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS ANO CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 0212 Page 1 of 1 AGREEMENT FOR LANDSCAPE DESIGN SERVICES, CIVIL ENGINEERING, AND CONSTRUCTION DOCUMENT PREPARATION SERVICES FOR THE CANNON PARK RESTROOM THE LIGHTFOOT PLANNING GROUP __ , _ THIS AGREEMENT is mad~_.and entered into as of the / C-ff) day of '· . ';r-, ()l.~. c .. /\,½i , 20.fl: by and between the CITY OF CARLSBAD, a municipal corporation, ("Cityr), )nd The Lightfoot Planning Group, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in landscape architecture, civil engineering, and planning services. B. Contractor has the necessary experience in providing professional services and advice related to the proposed restrooms at Cannon Park. 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 year from the date first above written. The City Manager may amend the Agreement to extend it for an additional one year period or parts thereof. 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 shall not exceed thirty-five thousand dollars ($35,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars. 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". City Attorney Approved Version 9/27/17 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as 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 2 City Attorney Approved Version 9/27/17 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 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 3 City Attorney Approved Version 9/27/17 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. 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 Aeryn Donnelly-Terrey Title Park Planner Department Parks & Recreation City of Carlsbad Address 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 Phone No. 760-434-2978 For Contractor Name Jim L. Taylor ASLA Title Vice President Address 5900 Pasteur Court, Suite 110 Carlsbad, CA 92008 Phone No. 760-692-1924 Email jim@lightfootpg.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. 4 City Attorney Approved Version 9/27/17 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 categories. YeslZJ No D 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 5 City Attorney Approved Version 9/27/17 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 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. 6 City Attorney Approved Version 9/27/17 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 By: By: I, (sig rep / CITY OF CARLSBAD, a municipal corporation of the State of California By: /; I t ~·' . --v((l(/ City Manager arh Division Direct as authorized by the City Manager ATTEST: l .} • \ I,"' ' _/ Y> I 17· . \ Ji L.b'~) y·G, °' /) · /1 /r__ /t1-t1"4-o-L BARBARA ENGLESON City Clerk ~Mr-cA l'.-~1~ (print name/tit <'~ ~ .C::...V-e_Jzu .• '\rf r (!YA, 'Sx-CUA lj --a · If required by City, pl'bper 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: __,_~_,____·~-v __ _ -A~sistaftt City Attorney ~utJ- 7 City Attorney Approved Version 9/27/17 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego on !J.az~ ' /CJ; dfJ r] before me, Jennie Lee, Notary Public (insert name and title of the officer) personally appeared ""<::-'+"*'~=:,,..,...__-=-.::+-L.........,'---'-"'-""l-"'"""""__.___----'.......,<..LC,.,,'-'---~4-l'-~~-"+6~~~==E.t, · who proved to me on t e asis of satisf ctory eviden e to be the persort!fil hose namel§) is/~ subscrib~o the within instrument and acknowledged to me that he/she/~executed the same in his/her/ ir uthorized capacity~ and that by his/hera§ir signature~on the instrument the person( r the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~-···········~ JENNIE LEE : ' . ~ Notary Public -California 2 i · San Diego County ~ z Commission # 2199692 - My Comm. Expires Jun 26, 2021 Signatur (Seal) EXHIBIT "A" SCOPE OF SERVICES Cannon Park Restroom Project TASK 1-PREPARATION OF CONSTRUCTION DOCUMENTS -LANDSCAPE I. Construction Plan -Includes all hardscape and landscape architectural features showing layout and dimensioning data with reference to appropriate detailed drawings. Including: a. Concrete/pedestrian pathways b. Drinking fountain(s) 2. Coordination with Romtec Restrooms. 3. Irrigation Plan -Diagrammatic layout of all piping, heads, valves, control equipment, and point-of-connection for a complete automatic system. 4. Planting Plan -Locates and identifies all plant material by botanical and common name, listing quantity and sizes to be installed. 5. Construction Details and Specifications -Stipulates materials, methods, and procedures for installation and construction of plan elements. 6. Cost Estimate -A detailed cost estimate to be used by the City to determine landscape bond amounts and to determine construction costs. 7. Client/Consultant Meeting -Meet with City during plan development and for plan approval (4 hours). 8. Plan Processing -Plans will be submitted to the City for plan checks and approval. TASK 2 -CONSTRUCTION ADMINISTRATION-LANDSCAPE AND CIVIL 1. Pre-Bid -Interpretation of plans and specifications during contractor bidding. 2. Interpretation -Interpretation of plans and specifications during construction. 3. As-Built plans. 4. Field Observation Services (tasks and time per task are estimated as follows): 8 City Attorney Approved Version 9/27 /17 l. Construction layout 2. Irrigation coverage/finish grade review 3. Planting review/begin maintenance 4. Maintenance at 30 days 5. Maintenance at 60 days 6. Administration (i.e., Client correspondence) Estimated Hours 6 2 2 2 2 4 The following services are outside the scope of work, but can be done on a time and materials basis at charge rates in effect at the time the work is authorized or requested by City: 1. Water and electrical service plans to the project area 2. Reproduction of plans and specifications 3. Horticultural soils analysis 4. Structural calculations 5. Fire department documents TASK 3-CIVIL ENGINEERING DESIGN 1. Preliminary Grading Plan -Support of Entitlements a. Site, Demolition & Grading Plans b. Preliminary Earthwork Analysis (if required) no inspection or land surveying 2. Stormwater Management a. Preliminary Drainage Report b. Stormwater BMP Design c. Stormwater Management Plan 3. Construction Plans a. Site, Grading, Utility Plans with Details b. Improvement Plans Assumptions: 1. Includes three (3) review iterations with the City. Changes/additional reviews will be performed on a time and material basis. 2. There are services available within the right of way directly adjacent to the park, including water and sewer facilities for connection to the new facility. 3. ADA path from public right of way and parking lot will be evaluated. 4. Survey to be provided by City. No additional survey provided. Civil Exclusions: The following services are outside the scope of work: offsite improvement or utility design, lighting design, landscape design, FEMA floodplain permitting, hearing exhibits, legal descriptions, off- site detention, wetland delineations, environmentally related permitting, construction staking, site 9 City Attorney Approved Version 9/27/17 plan revisions pursuant to requests by owner, review board, or permitting entities, application fees, utility service applications, parcel or tentative map, soils engineering, miscellaneous reimbursable expenses, access permits, structural design/detailing of retaining walls, backhoe rentals, off-site roadway improvements/widening, utility extension beyond the parcel's frontage, pump station design, seepage pit design, or other permits or activities not specifically identified herein. SCHEDULE AND PRICE ITEM NO. SCHEDULE PRICE Landscaee Architectural Services Meeting Budget/Coordination with City staff during Project Entitlement $2,500 Prepare Landscape Plans $5,500 Coordination with Romtec Restrooms $2,000 Subtotal Estimate $10,000 Civil Engineering Services Preliminary Grading Plan -Support of Entitlements $5,500 Stormwater Management $4,200 Construction Plans $5,800 Subtotal Estimate $15,500 Additional Services Bid/Construction Administration Service $4,500 Subtotal Estimate $4,500 Contingencll As Needed $5,000 Subtotal Estimate $5,000 TOTAL $35,000 10 City Attorney Approved Version 9/27 /17 EXHIBIT "B" FEE SCHEDULE The Lightfoot Planning Group July 1, 2017 PROFESSIONAL SERVICES RATES LAND USE PLANNING MANAGING PRINCIPAL PRINCIPAL PLANNER PLANNING MANAGER II PLANNING MANAGER I PROJECT PLANNER II PROJECT PLANNER I PLANNING TECHNICIAN LANDSCAPE ARCHITECTURE PRINCIPAL LANDSCAPE ARCHITECT LANDSCAPE ARCHITECT LANDSCAPE PROJECT MANAGER LANDSCAPE DESIGNER II LANDSCAPE DESIGNER I GIS SERVICES GISANALYST NEIGHBORHOOD NOTIFICATION ADMINISTRATIVE ADMINISTRATIVE ASSISTANT SPECIAL CONSUL TING SERVICES EXPERT WITNESS Research, preparation of written reports, consultation and meetings Preparation for, attendance, and testimony at deposition, mediation, or trial Background Research/Graphics Preparation by Staff CERTIFIED ARBORIST HOURLY $225 $195 $175 $150 $130 $115 $85 $170 $110 $100 $90 $75 $115 $500+ $0.50 I Address $65 $275 $350 Charge Rates $140 Printing and reproduction by others, special supplies and equipment not normally stocked or reusable, photographic supplies and processing, special consulting services by others as requested by City will be charged at cost plus ten percent (10%). There is no separate charge for routine typing; telephone calls within the Continental U. S ; automobile mileage; basic supplies and equipment needed for general operation of the firm, or governmental publications, unless personal copy requested by Client Charge rates are revised semi-annually on January 1 and July 1 of each year, and future invoices will reflect such revisions. City Attorney Approved Version 9/27 /17 11 LIGHPLA-01 AUSTINA ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 12/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# OE67768 ~2ij!~cT Erica Wilson IOA Insurance Services FlJ8,NJo, Ext): (858) 754-0063 50233 'FAX 4370 La Jolla Village Drive i (A/C, No):(619) 574-6288 Suite 600 it1lJ~ss: Erica.Wilson@ioausa.com San Diego, CA 92122 INSURER($) AFFORDING COVERAGE NAIC# --·· INSURER A: RLI Insurance Companv 13056 INSURED INSURER B, Continental Casualtv Comoanv 20443 The Lightfoot Planning Group INSURERC: 5900 Pasteur Ct., Suite 110 INSURER D: Carlsbad, CA 92008 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· 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 POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DDNVVYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ D CLAIMS-MADE ~ OCCUR DAMAGE TO RENTED 1,000,000 ,X PSB0002194 05/28/2017 05/28/2018 PREMISES !Ea occurrence\ $ X Cont Liab/Sev of Int MED EXP (Anv one oerson\ $ 10,000 r I I PERSONAL & ADV INJURY 1,000,000 $ i---I 2,000,000 l~'L AGGREGATE LIMIT APPLIES PER · GENERAL AGGREGATE $ : • POLICY [Kl )f2i= 0 LOC PRODUCTS -COMP/OP AGG $ 2,000,000 7 OTHER I ! Deductible 0 ' $ A AUTOMOBILE LIABILITY YE~~~~~~~t?NGLE LIMIT $ 1,000,000 X ANY AUTO PSA0001838 09/01/2017 09/01/2018 BODILY INJURY (Per oerson\ $ -OWNED -SCHEDULED ----AUTOS ONLY ~ AUTOS BODILY INJURY (Per accident\ $ HIRED NON-OWNED /P~7~tc~di;,it?AMAGE $ -AUTOS ONLY x AUTOS ONLY ----~---X Comp .. $1,000 Coll.. $1.000 I s A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 2,000,000 ~ ;PSE0001646 05/28/2017 05/28/2018 2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ I DED I X I RETENTION$ 0 $ A WORKERS COMPENSATION Xi ~\%uTE : I OTH-AND EMPLOYERS' LIABILITY ER Y/N PSW0002162 09/01/2017 1 09/01/2018 I 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L EACH ACCIDENT 1$ OFFICER/MEMBER EXCLUDED? N/A: 1 E.L. DISEASE -EA EMPLOYE~ $ 1,000,000 (Mandatory in NH) ' If yes, describe under DESCRIPTION OF OPERATIONS below i I , i E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Prof Liab/Clms Made I MCH114009318 I 09/01/2017 09/01/2018 ,Per Claim 2,000,000 I I 09/01/2017 09/01/2018 IAggregate B jDed.: $15k Per Claim MCH114009318 2,000,000 I I / DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: All Operations City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad AUTHORIZED REPRESENTATIVE Attn: Jennifer Marinov 1~ /4Ji.Llcf ~~ 799 Pine Ave., Suite 200 ,r~•'"h"rl l"'/1 9?nn11 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: The Lightfoot Planning Group ./ Policy Number: PSB0002194 RLI fnsurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following• BUSINESSOWNERS COVERAGE FORM -SECTION II-LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this poncy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreerr.ent that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury'', "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 3040212 Page 1 of 1