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HomeMy WebLinkAboutMoore lacofano Goltsman Inc; 2018-01-23;RATIFICATION OF AMENDMENT NO. 3 TO AGREEMENT FOR SCOPING AND SPACE PLANNING ANALYSIS SERVICES MIG, INC. This Ratification of Amendment No. 3 is entered into and effective as of the \ :>BA9ay of April 2020, amending the agreement dated January 23, 2018 ("Agreement") by and between the CITY OF CARLSBAD, a municipal corporation ("City"}, and MOORE IACOFANO GOLTSMAN, INC. ("Contractor") (collectively, the "Parties") for Scoping and Space Planning Services. RECITALS A. WHEREAS, on January 23, 2018, the City and Contractor entered into the Agreement, which had a one-year term expiring on January 23, 2019, and, for a fee of $278,105, required Contractor to provide scoping and space planning services, including analyzing the City's current allocation of staff and meeting spaces as well as the City's staff and meeting space needs at city build-out; and B. WHEREAS, on March 25, 2019, the City and Contractor executed a Ratification of Amendment No. 1, which extended the term of the Agreement for an additional six-month period expiring on July 23, 2019, and modified the scope of services on a time and material basis not- to-exceed $23,086.50; and C. WHEREAS, on July 16, 2019, the City and Contractor executed Amendment No. 2 on July 16, 2019, extending the term of the Agreement for an additional six-month period, expiring on January 23, 2020; and D. WHEREAS, the Parties have negotiated and agreed to extend the term of the Agreement for an additional twelve-month period from January 24, 2020 to January 23, 2021. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Amendment, City and Contractor agree as follows: 1. The Agreement is amended to extend its term for one additional twelve-month period, expiring on January 23, 2021. 2. 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 be Three Hundred and Thirty-Four Thousand Two Hundred and Thirty-Six dollars and Fifty Cents ($334,236.50). 3. City will pay Contractor for all work associated with those services described in Exhibit "A" for a lump sum of Thirty-Three Thousand Forty-Five dollars ($33,045). 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. 4. All other provisions of the Agreement, as may have been amended from time to time, remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, include coverage for this Amendment. 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. Moore lacofano Goltsman, Inc. By: (sign here) I 1., • J ()I-/ llNII t; vr/rJ ~. tJC-1 N l./ fflL. (print name/title) • ATTEST: By: (sign here) 1l j,, Q kt;;: LA BARBARA ENGLESON f v c. City Clerk (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 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: ~. /t' -M cif_d/4,n.._ Assistant City Attorney 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE 1) New Task 1 (Additional Services #5): Integration of Report 1& 2 a. Design team to integrate comments on Report 1 -Scoping and Space Planning Analysis for a new city hall, and Report 2 -Site Analysis and Site Criteria for a new city hall. b. Specific Tasks include: i. Review mark-ups to the following documents provided by the City of Carlsbad. 1. Community Outreach; 2. Scoping and Space Planning Analysis; ii. Incorporate relevant modification to the program, including: formatting all program documents (tables & font sizes), various text edits, and adjacency bubble diagrams to align with newly formed branches. iii. Produce electronic revised program documentation into overall Scoping and Space Needs Analysis. iv. Integrate revisions into narrative for both documents and add new narratives per the markups. v. Design team coordination. c. Fees associated with specific tasks are as follows: i. Report revisions (42 hours) = $5,850 ii. Conference calls (2 hours) = $660 iii. Project Management/Coordination (6 hours) = $1,175 d. Total Fee: $7,685.00 2) New Task 2 (Additional Services #6): New City Hall Scope a. Design team to prepare site plan diagrams for public engagement outreach. MIG will use base site plans previously prepared for the site plan diagrams. The current request is for each site to show a one-story building with required surface parking (building SF per Report 1 Scoping and Space Planning Analysis for a new city hall) and a two-story building with required parking for each site (Pine Street will not accommodate a one- story building so will not be shown). b. Specific Tasks include: i. Interim Review with City -Existing City Hall Site with surface parking for one- story and two-story building. ii. One-story building shown on three sites (pine excluded) with surface parking. iii. Two-story building shown on all four sites. iv. Structured parking SF and Civic Center amenities key for each site diagram. v. Incorporation of Arts Center as amenity per Cultural Needs Assessment Report (Oct. 19, 2019). vi. Design team coordination. vii. Deliverables: 7 site plans with site amenities key c. Fees associated with specific tasks are as follows: i. Site Plan Diagrams= $14,044 ii. Deliverables for City presentation and website = $9,364 iii. Project Management/Coordination/Conference Calls (6 hours) = $1,952 d. Total Fee: $25,360 OVERALL ADDITIONAL FEES: $33,045 ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 3/18/2020 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 CONTACT NAME: Dealey, Renton & Associates r .. ~~Nrio_ i=vtl• 510-465-3090 I r..e~ Nol: 510-452-2193 P. 0. Box 12675 ~~lJ~ss: certificates@dealevrenton.com Oakland CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Berkley Insurance Company 32603 INSURED MOOREIACO INSURER B: Travelers Property Casualty Company of America 25674 MIG, Inc. INSURER c : The Charter Oak Fire Insurance Company 25615 800 Hearst Ave. Berkeley CA 94710 INSURERD: INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 1472383659 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 EFF POLICY EXP LTR •••~n un,n POLICY NUMBER fMM/DDIYYYYl fMM/DDIYYYYl LIMITS B X COMMERCIAL GENERAL LIABILITY y y 6801H899998 8/31/2019 8/31/2020 EACH OCCURRENCE $1,000,000 -0 CLAIMS-MADE 0 OCCUR ~~~~~UYE~~J~~ence\ -$1,000,000 MED EXP (Any one person) $5,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ 0PRO-□LOG PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ C AUTOMOBILE LIABILITY y y BA6K931299 8/31/2019 8/31/2020 ~OM Bl NED SINGLE LIMIT Ea accident\ $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident\ -$ B X UMBRELLA LIAB M OCCUR y y CUPOH758762 8/31/2019 8/31/2020 EACH OCCURRENCE $ 10,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 OED I I RETENTION$ $ B WORKERS COMPENSATION y UB2L553909 8/31/2019 8/31/2020 X I PER I I DTH-STATUTE ER AND EMPLOYERS" LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE ~ N/A EL. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Professional AEC903162701 8/31/2019 8/31/2020 Per Claim $3,000,000 Liability Annual Aggregate $5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Re: Scoping and Planning Analysis services -City of Carlsbad is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability insurance is Primary/Non-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. 30 Days Notice of Cancellation. CERTIFICATE HOLDER City of Carlsbad 1200 Carlsbad Village Drive Carlsbad CA 92008 ACORD 25 (2016/03) CANCELLATION 30 Da s Notice of 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. © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ./ ✓ Policy: BA6K931299 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 0216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 6801 H899998 ✓ COMMERCIAL GENERAL LIABILITY ISSUED DATE: 3/18/2020 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 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" 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 in- sured and included in the "products-completed opera- tions hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER 6801 H899998 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 3/18/2020 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 Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (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 in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. NAMED INSURED: MIG, Inc. POLICY NUMBER: 6801 H899998 COMMERCIAL GENERAL LIABILITY COVERAGE ADDITIONAL COVERAGES BY WRITTEN CONTRACT OR AGREEMENT This is a summary of the coverages provided under the following forms (complete forms available): Excerpt from COMMERCIAL GENERAL LIABILITY COVERAGE (FORM #CG T1 00 02 19) SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 4. OTHER INSURANCE -d. PRIMARY AND NON-CONTRIBUTORY INSURANCE IF REQUIRED BY WRITTEN CONTRACT: If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part 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 insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. Excerpt from XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS (FORM #CG D3 79 02 19) PROVISION M. -BLANKET WAIVER OF SUBROGATION -WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. Page 1 ... TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - POLICY NUMBER: UB2L553909 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Insurance Company Countersigned by ____________ _ Travelers Property Casualty Company of America DATE OF ISSUE: 3/18/2020 Page 1 of 1 COMMERCIAL AUTO City of Cartsbad BA6K931299 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA6K931299 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MIG, Inc. Endorsement Effective Date: 8/31/2019 SCHEDULE Name Of Person(s) Or Organization(s): City of Carlsbad Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 AMENDMENT NO. 2 TO AGREEMENT FOR SCOPING AND SPACE PLANNING ANALYSIS SERVICES MIG,INC. Attachment A This Amendment No. 2 is entered into and effective as of the ~day of .}(J_j 2019, amending the agreement dated January 23, 2018 (the "Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MOORE IACOFANO GOL TSMAN, INC., ("Contractor") (collectively, the "Parties") for Scoping and Space Planning Services. RECITALS A. WHEREAS, on January 23, 2018, the City and Contractor entered into a one-year Agreement, which expired on January 23, 2019, and included a scope of work to analyze the city's current allocation of staff and meeting spaces as well as space needs at city build-out; and B. WHEREAS, the City and Contractor executed a Ratification of Amendment No. 1 on Mo,,.,,\"'J.6, 2019 extending the term of the Agreement for an additional six-month period, modifying the scope of services on a time and material basis not-to-exceed Twenty-Three Thousand Eighty-Six dollars and Fifty cents ($23,086.50); and C. The Parties have negotiated and agreed to extend the term of this Agreement for an additional six-month period. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The term of this Agreement shall be amended to extend it for one additional six- month period, expiring on January 23, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 July 16, 2019 Item #2 Page 5 of 6 Attachment A 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. Moore lacofano Goltsman, Inc. CITY O CARLSBAD, a municipal ati n of the State of California m@MM~~ (signhere) By: ta.) N L2 t::-ME-'G: f-r tlE cNC \f AL- (print name/title) By: (sign here) (print name/title) ATTEST: \jJ/YYJG~f mnL ~ARBARA ENGLESON U ...,ity Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney /'? BY: L-~K'.~x~f---___, -AeStstant City Attorney 2 City Attorney Approved Version 9/27/16 July 16, 2019 Item #2 Page 6 of 6 RATIFICATION OF AMENDMENT NO. 1 TO AGREEMENT FOR SCOPING AND SPACE PLANNING ANALYSIS SERVICES MIG,INC. This Ratification of Amendment No. 1 is entered into and effective as of thefJ:S.JJ day of '('()a.u), 2019, amending the agreement dated January 23, 2018 (the "Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MOORE IACOFANO GOLTSMAN, INC., ("Contractor") (collectively, the "Parties") for Scoping and Space Planning Services. RECITALS A. The initial agreement, dated January 23, 2018, was for a one-year period and expired on January 23, 2019, and included a scope of work to analyze the city's current allocation of staff and meeting spaces as well as space needs at city build-out; and B. During the initial term of the agreement, the city requested additional work beyond the scope of the agreement. As such, the Parties desire to amend the agreement's scope of work as follows: a) to add a second round of reviews of the Scoping and Space Needs Analysis Report ("Report"), b) attend and additional "in-person" all-day meeting with city staff to review the Report, and c) incorporate new data received from city staff into the Report; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated 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. The term of this Agreement shall be amended to extend it for one additional six- month period, expiring on July 23, 2019. 2. 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 Three Hundred and One Thousand One Hundred and Ninety-One dollars and Fifty Cents ($301,191.50). 3. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed Twenty-Three Thousand Eighty-Six dollars and Fifty Cents dollars ($23,086.50). 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. 4. Contractor will complete all work described in Exhibit "A" by July 23, 2019. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 7. 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. Moore lacofano Goltsman, Inc. By: ~ere)~ CITY OF CARLSBADt a municipal corporation of the State of California Auf61. 9-vPP fktA J T~~ufAL (print name/title By: (sign here) (print name/title) ATTEST: \~ !lrr1'2ll~ ~ARBARA ENGLESON U ~,ty Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s} signing to bind the corporation. APPROVED AS TO FORM: CELIA A. B~J'ellf"!rttomey BY: ___ f_ l1iU ___ ((:___ _____ _ Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE 1) New Task 1: a. Consultant team shall complete revisions to Scoping and Space Needs Analysis Report ("Report") to incorporate new data requested by city staff after review of Draft 1 of the Report. i. Consultant will participate in one additional team review meeting between city, MIG, Inc. and their sub-consultant IDS. Based on comments received from city, consultant will prepare Draft 2 of the Report after incorporating city revisions; ii. Consultant will participate in one additional meeting with City of Carlsbad Communications Department to review the results from City's Communication Engagement efforts; iii. Consultant will coordinate with city and design team to implement the above revisions to the Report; b. Fee: $5,472.50 2) New Task 2: a. Consultant shall attend one additional in-person meeting located at City of Carlsbad City Hall. b. Fee: $4,648 3) New Task 3: a. Consultant shall integrate new departmental data in the Report, specifically dealing with departmental staffing calculations and departmental ancillary space calculations in order to provide the Draft 3 of the Report. i. Incorporate new data provided by city staff for departmental staffing and space needs; ii. Consultant will coordinate with city and design team to implement the above revisions to the Report; iii. Compile and update Draft 3 of Report; b. Fee: $4,005 4) New Task 4: a. Consultant shall integrate new departmental data into the Report and provide city staff with Draft 4 of the Report. Draft 4 shall include: i. Review new city staff provided space needs data; ii. Revise additional data, keynotes and support documents impacted by revisions; iii. Adjust final space summaries and calculations for full project; iv. Incorporate new data into overall Report; v. Provide new Introduction to Section 3 (Community Engagement) of the Report; vi. Consultant will coordinate with city and design team to implement the above revisions to the Report; b. Fee: $8,681. City Attorney Approved Version 9/27/16 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/20/2019 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 ~~:i~cT Jo Lusk Dealey, Renton & Associates rA~~N.t i:vtl· 510-465-3090 I rffc Nol: 510-452-2193 P. 0. Box 12675 itD~~ss: ilusk@dealeyrenton.com Oakland CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Travelers Property Casualty Co of Ameri 25674 INSURED MOOREIACO INSURER B : Travelers Indemnity Company 25658 MIG, Inc. INSURER c : Travelers Indemnity Co. of Connecticut 25682 800 Hearst Ave. Berkeley CA 94710 INSURER D : Berkley Insurance Company 32603 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1373766650 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 ADDL SUBR POLICYEFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,u~n ,-,n POLICY NUMBER fMM/DD/YYYYl fMM/DD/YYYYl B X COMMERCIAL GENERAL LIABILITY y y 6801H845960 8/31/2018 8/31/2019 EACH OCCURRENCE $1,000,000 I----□ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $1,000,000 MED EXP (Any one person) $5,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl POLICY 0 jr& □LOG PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY y y ~ BA6K931299 8/31/2018 8/31/2019 fE~~~~~d~~trlNGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ~ OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY AUTOS X HIRED X NON-OWNED iP~?~zc~~gAMAGE $ AUTOS ONLY AUTOS ONLY $ A X UMBRELLA LIAB M OCCUR y y CUPOH758762 8/31/2018 8/31/2019 EACH OCCURRENCE $10,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I I RETENTION $ $ A WORKERS COMPENSATION y UB2L553909 8/31/2018 8/31/2019 X I ~tfruTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below D Professional AEC902572700 8/31/2018 8/31/2019 $2.000.000 per Claim Liability $4.000.000 Anni Aggr. DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Scoping and Planning Analysis services -City of Carlsbad is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liabili~ insurance is Primary/Non-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. 30 Days Notice of Cance lation. CERTIFICATE HOLDER City of Carlsbad 1200 Carlsbad Village Drive Carlsbad CA 92008 ACORD 25 (2016/03) CANCELLATION 30 Da s Notice of 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. © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / / Policy: BA6K931299 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 0216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ~ TRAVELERSJ , ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -001 POLICY NUMBER: UB2L553909 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: DATE OF ISSUE: 21201201s ST ASSIGN: PAGE 1 OFl POLICY NUMBER: 6801 H845960 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 2/20/2019 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 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" 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 in- sured and included in the "products-completed opera- tions hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: 6801H845960 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 2/20/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV- COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 POLICY NUMBER 6801 H845960 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 2/20/2019 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 Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (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 in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 6801 H845960 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part 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: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 AGREEMENT FOR SCOPING AND SPACE PLANNING ANALYSIS SERVICES MIG,INC. THIS AGREEMENT is made and entered into as of the 2--~YC\ day of January, 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MOORE IACOFANO GOLTSMAN, INC., hereinafter MIG, Inc. ("Contractor"). RECITALS A. City is in need of professional services for a space planning and design consultant that is experienced in civic center planning and development. B. Contractor has the necessary experience in providing professional services and advice related to space planning and civic center planning and development. 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 one additional six month 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 will be Two Hundred and Seventy-Eight Thousand One Hundred and Five dollars ($278,105). 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". City Attorney Approved Version 4/1 /15 6. STATUS OF CONTRACTOR Contractor will perform the SeNices 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 seNices 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 SeNices 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 reseNes the right to employ other Contractors in connection with the SeNices. 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 reasonable 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 suNive 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 seNices 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 City Attorney Approved Version 4/1 /15 2 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 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. City Attorney Approved Version 4/1 /15 3 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 Upon payment of fees and expenses due, 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 Curtis M. Jackson Title Real Estate Manager Department City Manager's Office Address 1200 Carlsbad Village Drive Carlsbad, CA 92008 Phone No. 760-434-2836 For Contractor Name Johanna Schorr Title Director of Architecture Address 1500 4th Avenue, Suite 51 O Seattle, WA 98101 Phone No. (206) 621-2196 x 663 Email jschorr@migcom.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 4/1 /15 4 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide City Attorney Approved Version 4/1 /15 5 employee, any fee, comm1ss1on, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 4/1 /15 6 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. Moore lacofano Goltsman, Inc. By:4 )Q (sign here) =.... A\--\':>$~ '--"\>P rAlA , ?fL,~t-t,kL (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California City Manager ATTEST: BARBARAE City Clerk 1 I 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: &.Wn:k A~ City Attorney Approved Version 4/1/15 7 Project Description: EXHIBIT "A" SCOPE OF SERVICES Consultant Team will analyze the city's current allocation of staff and meeting spaces as well as space and meeting room needs at city build-out. A survey of city administrative facilities throughout southern California will also be conducted to understand best practices and creative ideas being used in similar buildings. Staff will present the findings of the space planning study to City Council to help them make an informed decision regarding a new civic center that will be able to address staff space needs and best serve the community at build-out During the space planning analysis and design process, the Consultant Team would work closely with staff on the further development of concept designs that would meet the intent described above and would specifically include the following: 1) Project Management and Communications a) Ongoing Project Communications b) Ongoing Project Management Tasks c) Existing Document Review (provided by the City of Carlsbad) 2) Space Planning Analysis (Deliverable 1) Space Planning Analysis includes: City Staff Meeting 1, Detailed Site and Data Analysis, Site Tour of Each Site, Programming and Facility needs, Space, Amenity, and Adjacency needs a) City Staff Meeting 1: Preparation City Staff Meeting b) City Staff Meeting 1: Travel c) Onsite City Staff Meeting -1.5 days,4 MIG, Inc. attending City Staff Meeting i) Day 1: Morning Site Visits (all 4) with client team ii) Day 1: Afternoon Workshop -Participatory Exercises and Discussions: Develop Project Goals, Visitor Impact and Experience, Staff Impacts and Experience. Circulation, Wayfinding, Sustainability, Place making trends for each site; Establish Site Selection Criteria, Discussion of approach to: Data base Forecasting and Trends, Efficiency Analysis/Study, Space Planning, Workplace Needs/Projections, Current and Evolving City Organizational Culture Discussion of Current Conditions, Exercises for each Site (SWOT analysis), Program iii) Day 2: Initial Site impressions of each site; Trends in Design of Government Buildings, Goals and Aspirations for the New City Hall, Precedents and Inspiration Needs/Projections, Current and Evolving City Organizational Culture d) Programming, space, amenity and adjacency needs, Program needs/Site alternative Matrix, Individual Dept. Meetings as needed Program, Matrix e) Meeting notes, telecoms with city staff, consultant coordination Notes f) A report for review and approval by the city, summarizing the analysis and providing recommendation on the amount, types, and location of spaces needed to achieve the goals outlined for the City Hall and its surrounding campus including description of all assumptions utilized for the projected space needs Report. g) City Council Presentation and Prep h) Deliverable 1: Space Planning Analysis City Attorney Approved Version 4/1 /15 8 3) Site Criteria, Conceptual Site Planning and Prelim Architectural Massing (Deliverable 2) Workshop 2, Site Specific Analysis, Development of Site Base Plans, Site Concepts, Analysis of Site in Relation to Program, Opportunity Costs a) Develop Site Base Maps for sites b) City Staff Meeting 2: Preparation c) City Staff Meeting 2: Travel d) Onsite Meeting -1.5 days, 3 MIG, Inc. attending City Staff Meeting i) Discussion of criteria used for four selected sites ii) Site Specific Analysis: Assessment of physical conditions of each site, Including adjacencies, suitability and aesthetics of approach and surroundings, sustainable aspects iii) Analysis of Sites in Relation to Program, Spatial Efficiency e) Spatial Efficiency and Workspace Needs/Flexibility f) Application of Site Criteria to each Site g) Preliminary Cost Implications for each Site h) Meeting notes, Schedule update, telecoms with city staff, consultant design coordination i) A draft (Draft Report) of recommended site selection criteria, including any minimum threshold criteria and proposed weighting for review and approval by the city. i) City Council Presentation and Prep i) Deliverable 2: Final report showing if and how each city site meets the criteria, including concept plans (Architectural Massing) 4) Refinement of Conceptual Site Planning and Architectural Massing and Costs Using the program criteria and site analysis developed, refine conceptual Site planning and Architectural Massing, including Parking and Cost estimates and City Staff Meeting 3 a) For each Site: Location Assessment, Concept Site Plan, Adjacency Study, Parking Needs, Place Making/Community Gathering Places b) Occupancy/Stacking plans for each site c) Building(s) Configuration: Space Planning and Sizing, Preferred Adjacencies, Efficiency Analysis, Architectural Massing d) Cost Estimates for Each Site Concept e) City Staff Meeting 3: Preparation f) City Staff Meeting 3: Travel g) City Staff Meeting 3: 1 day, 3 MIG, Inc. attending City Staff Meeting i) Morning Discussion: Conceptual Site Plans for Feasible Sites, Block Plans, Occupancy Plan, Massing Studies, Cost Estimates for each. ii) Afternoon Discussion: Preferred Concepts/Summary of Alternatives h) Site Specific Programmatic additions/modifications i) Place based Vision statements for each site j) Meeting notes, telecoms with city staff, consultant design coordination 5) "Best Professional Recommendation" for Preferred City Hall location "Best Professional Recommendation": Conceptual Site Plan, Block Plan, Occupancy Plan, Massing Studies, Cost Estimate for preferred City Hall location a) Develop "Best professional recommendation" b) City Council Presentation: Preparation c) City Council Presentation: Travel d) Presentation to City Council (1.0 days, 3 MIG, Inc. attending City Council Presentation) i) Presentation of Preferred Plan ii) Presentation of Costs e) City Council Presentation notes, consultant coordination City Attorney Approved Version 4/1 /15 9 6) Written Report (Deliverable 3) Written report: Documentation of Team design process, with Best Professional Recommendation including: Conceptual Site Plan, Block Plan, Occupancy Plan, Massing Studies, and Cost Estimate a) Deliverable 3: Written report: to include conceptual site plans and architectural massing plans and a "best professional recommendation" for the preferred city hall location based on the entirety of the analysis completed and the input received. 2) Community Engagement i) Community Engagement work from MIG will be required on an "As Needed Basis." MIG shall assist in the preparation and implementation of a public outreach and engagement plan to ensure community values and priorities are considered as an important part of the site selection process. City Attorney Approved Version 4/1 /15 10 I WORKPLAN / Tl MELINE -REVISION 3 1.0 Space Planning Analysis Space Planning Analysis includes : Workshop I, Detailed Site and Dato Analysis, Site Tour af Each Site, Programming and Facilty needs, Space, Amenity, and Adjacency needs » Onsite Meeting -Workshop 1 » Deliverable 1 -Report » Client Review » City Council Presentation 2.0 Site Criteria Site Specific Analysis, Analysis of Site in Relation to Program, Opportunity Costs » Onsite Meeting » Community Engagement » Draft Report » City Council Presentation » Deliverable 2 -Report » Client Review 3.0 Site Alternatives Design Refinement & Costs Using the program criteria and site analysis developed, conceptual Site Planning and Architectural Massing for each site, including Parking and Cast Estimates and Workshop 3 » Onsite Meeting -Workshop.2 Jan ·=I I 'i , I 1-I I I ~-1 I I I I I I ·1 -1-I -1-·1 -, I I I I I Feb I Mar I • • -1-1 ·1-1 IM I I I I I I I I I I I I I I I 1-1· -1-1-1 I-I hi I I I I I I I I-Apr I May I I rt I .i .. 1• D I June July I Aug I Sep •• ~' i I ' · lf"+--+·-i-1-1~·1-f~r--l~ 1-t-->-•·I-I I I I • • Oct I -4.0 P;;e-rred Option --··-------~ -· ------. --~ ----------------------------! , '.; ~~:~~:~:~!ngagement Followup 1 ~i I: '.I I I I I l r+ek,red Optioo Caorep,ua/ S;re Piao, Black Piao, O=pao,y --11111 111 11 ~ Pion, Massing Studies, Cost Estimate j j » Onsite Meeting r=-» Client Review WORKPLAN/TIMELINE Wll&I I Nov Dec I Jan » City Council Presentation -I II I .I 5.0 Written Report Written report: Documentation of Team design process, with Preferred Option: Conceptual Site Plan, Block Plan, Occupancy Plan, Massing Studies, Cost Estimate » Written ReporJ » Deliverable 3 -Report I ,1 -* i 1· I I City of Carlsbad Scoping and Planning Anaylsis I 15 Client#· 2042 MOOREIACO ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 2/02/2018 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 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 ~2~i~cT Alison Muller Dealey, Renton & Associates ritJ8.Nrfo, Exll: 510 465-3090 I rffc. No): 510 452-2193 P. 0. Box 12675 !~t'J~ss: amuller@dealeyrenton.com Oakland, CA 94604-2675 INSURER($) AFFORDING COVERAGE NAIC# 510 465-3090 INSURER A: Travelers Indemnity Company 25658 INSURED INSURER B : Travelers Property Casualty Co 25674 Moore lacofano Goltsman, Inc. INSURER c : Atlantic Specialty Insurance Co 27154 800 Hearst Ave. Berkeley, CA 94710 INSURER D: INSURER E: 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 ,:~Mg~ ,:~Mg~ LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY y y 6801H845960 08/31/2017 08/31/2018 EACH OCCURRENCE $1,000,000 -=:J CLAIMS-MADE ~ OCCUR ~~~~[?;H?E~~~Pence) $1,000,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl ~PRO-nLOC $2,000,000 POLICY X JECT PRODUCTS -COMP/OP AGG OTHER: $ B AUTOMOBILE LIABILITY y y BA2G258325 08/31/2017 08/31/2018 COMBINED SINGLE LIMIT $1,000,000 IEa accident\ - X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS f-----AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS !Per accident) -f----- $ B ~ UMBRELLA LIAB ~ OCCUR CUP0H758762 08/31/2017 08/31/2018 EACH OCCURRENCE $10 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10 000.000 OED I I RETENTION$ $ B WORKERS COMPENSATION y UB3J040141 04/01/2017 04/01/2018 X l~~~TUTE I l~~H-AND EMPLOYERS" LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $1 000 000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Professional DPL710217 08/31/2017 08/31/2018 $2,000,000 per Claim Liability $4,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) Re: Scoping and Planning Analysis services -City of Carlsbad is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability insurance is Primary/Non-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. 30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 Carlsbad Village Drive ACCORDANCE WITH THE POLICY PROVISIONS, Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~'--- © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2234340/M2107095 PA1 COMMERCIAL GENERAL LIABILITY Policy Number: 6801H845960 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omis- sions of such person or organization; or d. For "bodily injury", "property damage" or "per- sonal injury" for which such person or organi- zation has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. f. This insurance does not apply to the render- ing of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance", the insur- ance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the lim- its of insurance described in Section Ill -Lim- its Of Insurance. h. This insurance does not apply to "bodily inju- ry" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other in- surance, whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requir- ing insurance". But this insurance provided to the additional insured still is excess over valid and CG D3 810915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV· COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you be- fore, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINI- TIONS Section: 'Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provid- ed that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in ef- fect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 0915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission POLICY NUMBER: BA2G258325 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Moore lacofano Goltsman, Inc. Endorsement Effective Date: 08/31/2017 SCHEDULE Name Of Person(s) Or Organization(s): Re: Scoping and Planning Analysis services -NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S), CONT.: City of Carlsbad Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 4810 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 BA2G258325 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 {00) -- POLICY NUMBER: us3Jo4o141 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: City 01 Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Re: Scoping and Planning Analysis services -PERSON OR ORGANIZATION, CONT.: City of Carlsbad DATE OF ISSUE: 0410112017