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HomeMy WebLinkAboutMichael Wallwork; 2020-07-29; PSA21-1167TRANPSA21-1167TRAN City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR CARLSBAD BLVD. AND TAMARACK AVE ROUNDABOUT FEASIBILITY STUDY SERVICES MICHAEL WALLWORK, ROUNDABOUT EXPERT This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated July 29, 2020 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Wallwork, Roundabout Expert, a sole proprietorship, for engineering services for Roundabout Feasibility Services. RECITALS A. The parties desire to extend the Agreement for an additional one (1) year period and amend the original Agreement to add additional professional engineering services; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed twenty-two thousand forty-five dollars ($22,045). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed ten thousand dollars ($10,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by October 21, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. 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: BD03A5AD-ED08-4011-AB39-39B92D74D46B 16th October PSA21-1167TRAN City Attorney Approved Version 1/30/13 2 6. 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 MICHAEL WALLWORK, ROUNDABOUT EXPERT, a sole proprietor 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 Michael Wallwork, Owner (print name/title) By: (sign here) (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, President, or Vice-President 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: BD03A5AD-ED08-4011-AB39-39B92D74D46B PSA21-1167TRAN City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE DocuSign Envelope ID: BD03A5AD-ED08-4011-AB39-39B92D74D46B Michael Wallwork, Roundabout Expert/Street Designer 1516 Plainfield Avenue, Orange Park, Florida 32073 904-710-2150, Email: mjwallwork@me.com October 8, 2020 Emad Elias, PE Associate Engineer Public Works - Transportation City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 RE: Carlsbad Blvd and Tamarack Ave - Intersection Improvements Dear Emad, Following our discussion, I am is pleased to submit this proposal to undertake the following scope of services. SCOPE OF SERVICES 1.Redesign the online roundabout using a smaller design vehicle, a WB-40. 2.Refine design and report based on feedback from the Fire Department and the Parks and Recre- ation Department 3.3. Undertake any additional services the City may request. PROFESSIONAL FEES: Scope of Services to include the above and any additional work the City may request up to a maxi- mum of $10,000. Sincerely, Michael J. Wallwork 1 DocuSign Envelope ID: BD03A5AD-ED08-4011-AB39-39B92D74D46B INSR ADDLSUBRLTRINSR WVD 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 Phoenix Insurance Company XL Specialty Insurance Company 7/20/2020 USI Insurance Services, LLC 2502 N Rocky Point Drive Suite 400 Tampa, FL 33607 813 321-7500 813 321-7525 Michael Wallwork/Roundabout Expert 1516 Plainfield Avenue Orange Park, FL 32073-3925 PSA21-1167TRAN City Attorney Approved Version 6/12/18 1 AGREEMENT FOR CARLSBAD BLVD AND TAMARACK AVE ROUNDABOUT FEASIBILITY STUDY SERVICES MICHAEL WALLWORK, ROUNDABOUT EXPERT THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MICHAEL WALLWORK, ROUNDABOUT EXPERT, a sole proprietorship, ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced in engineering design and analysis. B.Contractor has the necessary experience in providing professional services and advice related to engineering design and analysis. C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of ninety (90) days from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods 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 will be twelve thousand fourty-five dollars ($12,045). 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 ten thousand dollars ($10,000) per Agreement year. 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". DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 29th July PSA21-1167TRAN City Attorney Approved Version 6/12/18 2 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 attorney’s 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 DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 PSA21-1167TRAN City Attorney Approved Version 6/12/18 3 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 (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 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 DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 PSA21-1167TRAN City Attorney Approved Version 6/12/18 4 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 For Contractor Name Emad Elias Name Michael Wallwork, Roundabout Expert Title Associate Engineer Title Project Manager Department Public Works Address 1516 Plainfield Ave. City of Carlsbad Orange Park, FL 32073 Address 1635 Faraday Ave. Phone No. 904-710-2150 Carlsbad, CA 92008 Email mjwallwork@me.com Phone No. 760-602-7558 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. DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 PSA21-1167TRAN City Attorney Approved Version 6/12/18 5 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. Yes ☒ No ☐ 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 DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 PSA21-1167TRAN City Attorney Approved Version 6/12/18 6 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. DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 PSA21-1167TRAN City Attorney Approved Version 6/12/18 7 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. CITY OF CARLSBAD, a municipal corporation of the State of California CONTRACTOR MICHAEL WALLWORK, ROUNDABOUT EXPERT, a sole proprietor By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Michael Wallwork, Owner (print name/title) By: (sign here) (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: _____________________________ Assistant City Attorney DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 PSA21-1167TRAN City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 Michael Wallwork, Roundabout Expert/Street Designer 1516 Plainfield Avenue, Orange Park, Florida 32073 904-710-2150, Email: mjwallwork@me.com Thursday, May 21, 2020 Emad Elias, PE Associate Engineer Public Works - Transportation City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 RE: Carlsbad Blvd and Tamarack Ave - Intersection Improvements Dear Emad, Following our discussion, I am is pleased to submit this proposal to undertake the following scope of services to provide you with a much wider range of information to assist you in your considera- tion of the feasibility of a roundabout at this intersection. SCOPE OF SERVICES With the State of California changing from the primary evaluating of level-of-service to Vehicle Miles Travelled (VMT) other issues other than level-of-service need to be considered when compar- ing a roundabout to a signalized intersection. Therefore, I am proposing the following scope of ser- vices. 1.Review previous studies to look for possible alternate layouts that may be feasible. 2.Undertake analyses of any possible alternatives 3.Based on these analyses prepare a concept plan of a possible one-lane roundabout 4.Prepare a concept for a two lane roundabout necessary to accommodate future traffic volumes including what right-of-way may be necessary. 5.Summarize the alternate analyses and any compromises that maybe needed to enable a round- about to function at acceptable levels for all users. 6.Compare roundabout options with the signalized intersection, with graphics as needed, for the likely impacts on drivers, pedestrians, bicyclists and transit. Include items that are not usually mentioned in standard comparative analysis such as; user delay, safety, aesthetics, business and beach access, noise and pollution levels, grading. 7.Because of the State’s change to VMT, include a brief narrative on how designing roads/inter- sections for future traffic are always self-filling and often create worse conditions that the intent of the future design. 1 DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 8.Alternative/s to increasing intersection capacity such as a low cost expansion of the existing transit system will be presented briefly. 9.In addition, items that could improve the existing signalized intersection for all users will also be offered for consideration. MATERIALS TO BE PROVIDED 1.Past studies, crash data defining crash type, and if possible direction and current transit services. DELIVERABLES 1.Document that covers all of the above topics with graphics as needed to help explain the above items. PROFESSIONAL FEES: Sincerely, Hours Rate Fee 1 Review past studies 2 $165.00 $330.00 2 Capacity analyses of signalized intersection and several roundabout options 3 $165.00 $495.00 3 Prepare concept plans for a one-lane roundabout using speed checks and vehicle templates 14 $165.00 $2,310.00 4 Prepare concept of a two-lane roundabout using speed checks and vehicle templates with right-of-way impacts 18 $165.00 $2,970.00 5 Summarize alternate analyses, impacts and design ele- ments 22 $165.00 $3,630.00 6 Compare roundabout options with signalized intersection 4 $165.00 $660.00 7 Comments on impacts of designing for future traffic 3 $165.00 $495.00 8 Alternates to increasing intersection capacity 4 $165.00 $660.00 9 Possible improvements to existing intersection 3 $165.00 $495.00 Total $12,045.00 2 Michael J. Wallwork DocuSign Envelope ID: C4AAC61E-B0A8-4C71-B558-ECB23D6B4574 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 Phoenix Insurance Company XL Specialty Insurance Company 7/20/2020 USI Insurance Services, LLC 2502 N Rocky Point Drive Suite 400 Tampa, FL 33607 813 321-7500 813 321-7525 Michael Wallwork/Roundabout Expert 1516 Plainfield Avenue Orange Park, FL 32073-3925 25623 37885 A X X x x 6606486N555 06/05/2020 06/05/2021 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X x x 6606486N555 06/05/2020 06/05/2021 1,000,000 B Professional Liability DPS9939926 03/10/2020 03/10/2021 $1,000,000 per claim $1,000,000 annl aggr. Professional Liability coverage is written on a claims-made basis. The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the City of Carlsbad only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 1 of 1 #S29410034/M29392995 WALEX1Client#: 1048410 MZBZP 1 of 1 #S29410034/M29392995 This page has been left blank intentionally.