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Home My WebLink AboutThomas, Mark and Company Inc; 2016-01-07; TRAN1354TRAN1354 RATIFICATION OF AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR RAILROAD GRADE SEPARATION PROJECT STUDY REPORT REVIEW MARK THOMAS & COMPANY, INC ~tlon of Amendment No. 2 is entered into and effective as of the \ J..I ~day of-+""....,,.,,_....__-=--------' 2o_a, but effective as the ?'h day of January, 2018, extdnding the agreement dated January 7, 2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Mark Thomas & Company, Inc, a California corporation, ("Contractor'') (collectively, the "Parties•) for review of project study report and meeting for grade separation and double tracking. ·RECITALS A. On December 21, 2016, the Parties executed Amendment No. 1 to add additional review and analysis with final disposition and submission of memorandum; and B. The Parties desire to extend the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement Is ratified. 2. That the Agreement, as may have been amended from time to time, Is hereby extended for a period of one (1) year ending on January 7, 2019. 3. All other provisions of the Agreement, as may be have been amended from time to time, shall remain In full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. · Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 TRAN1354 5. . The lndMduals 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 a CITY OF CARLSBAD, a municipal corporation of the State of California By: ign here) , fl) Bow.r A. rh~ .~ (print name/title) 1 By: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following , two groups. · Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering !)le offlcer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: Depfli;~ City Attorney Approved Version 1/30/13 2 ~R CERTIFICATE OF LIABILITY INSURANCE I DATE(IW/DO/YYYY) 2/8/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOUlER. 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 ADDmONAL INSURED, the pollcy(les) must have ADDmONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, aubfect to the terms and conditions of the pollcy, certain pollclea /nay require an endorsemenl A statement ,on this certlflcate does not confer rights to the certificate holder In lleu of such endorsement{s). PROOlJCER Asaro Insurance Services ....,..,,_ Asaro Insurance Servfces NO.Ill=• 200 N. Almaden Blvd. 3rd Floor ~nc ... ,, 866-968-8928 I FAX 408-271-1802 1San Jose, CA 95110 /&.If", Nn\• ~~--certsc8laserolns.com IHSlJl>FRM\ AFFORDINO COVERAGE NAJCt www.aserolns.com Ucense No. 0A91339 INSURER A : Travelers P'rooertv Casualtv Co of Amer 25874 IHSURED INSURER e: Travelers lndemnltv Comoanv of CT 25882 Mark Thomas & Campa~, Inc. INSURERC: 2290 North First Street, ulte 304 San Jose CA 195131 INSURERD: INSURERE: "'8\JRERF: COVERAGES CERTIFICATE NUMBER: 4-0274192 REVISION NUMBER: THIS IS TO CERTIFY :J'HAT THE POLICIES OF INSURANCE LIS1ED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING.ANY REQUIREMENT, TERM OR CONDmON OF ANY CONTRACT OR OTHER DOCUMENT wrn-l RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAJN, 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 CLAJMS. . . . -TYPE OF INSURANCE POLICYEFF POUCYEXP LlolITS LTR """" WVD ' POLICY NIJW!ER B Li-COl9ERCIAL GENERAL L1ABIUTY I I 680-2H548914 9/15/2017 9/15/2018 EACH OCCURRENCE $1000000 D Cl.AIMS-MADE [J OCClR LJAMA'-'t: TO KcN I t:LJ >---PREMISES /Ea occu=' $1000000 >---MED EXP l!vrv one peman) $10 000 PERSONAL & NJV INJURY $1000000 >--- GEm. AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~PCUCY[Z]~ [2J LOC PRODUCTS -COMP/OP AGG $2 000 000 . OTHER: $ B AUTOUOBft..E LIABILITY I .,I BA-6H189707 9/15/2017 9/15/2018 ~~.~INGLE LIMIT $1000000 -~ ANY AUTO BOOILY INJURY (Parperaon) $ ,OWNED . -SCI-EDULED BOOIL Y INJURY (P..-acc!derrt) $ / f--AUTOS ONLY f--AlffOS _L_ HIRED LL NON-OWNED f!9~~~GE $ AUTOS ONLY AlffOS ONLY Como/Coll Dad: $1 000 $ A LL UMBRELLA UAB HOCaJR CUP-9E095562 9/15/2017 9/15/2018 EACH OCCURRENCE $4 000 000 EXCESSUAB CI.AIM5-MADE AGGREGATE $4 000 000 v OED I I RETENTION$. s A WORKERS COMPENSATION I UB-5J093756-17 9/15/2017 9/15/2018 1l~k-EI I~ AND EMPLOYERS' UABU.JTY Y/N ANYPROPRIETOR/PARTNERJEXECUTIVE D N/A E.L EACH ACCIDENT $1000000 OFFJCERn.Et,EER EXCLUDED? (Yandato<y In NH) E.L DISEASE -EA EMPLOYEE $ 1 nn<l (VY) g~~ ~PERATIONS below E.L Dl8EASE -POLICY LIMIT $1000000 DESCRIPTION OF OPERAT10Nll / LOCATIOHS / VEHICLES (ACORD 101, Addltlonal Ramarb Schedule, may be attached If men_.,.. la requlnld) Job# IR-15105 -TRAN1354 Railroad Grade Separatfon Project Study Report Review City of Carlsbad/CMWD Is named as additional Insured. NOTE: 30 DAYS Nonp1= OF CANCELLA!ION WILL BE GIVEN EXCEPT 10 DAYS FOR NON-PAYMENT. CERTIFICATE HOLDER CANCELLJ.TION Job# IR-19105 \ City of Carlsbad/CMWD . ' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIU; BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 ' ECM #35050 New York NY 10163-4668 AUIBORIZED REPRESB<TATIVE o~ I Joe Longwello 01988-2015 ACO~ CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 4027'192 I MAIUCT-1 I 17/18 Master cartHicate I Stephanie Soheller I 2/8/2018 8,59,43 AM (PBT) I Page 1 of 9 ACORU CERTIFICATE OF LIABILITY INSURANCE I DA TE (MIIIDO/YYYY) ~ 2/8/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. TiilS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTmJTE A CONTRACT BElWEEN TI-IE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) 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 rightll to the certificate holder In lleu of such endorsement(s). PROOUCER ~~~"' Doris A Chambers Dealey, Renton & Associates ~ .,_.._ 510 465-3090 I FAX ORA License 0020739 /AK'.,_,. P. 0. Box 12675 ~~... dchamberatmdealevrenton.com Oakland CA 94604-2675 k•-· -·-AFFORDING COVERAGE NAICI INSURER A: XL SoAc:laltv Insurance Co. 37885 INSURED W.RKTHOMA INSURERB: Mark Thomas & Company, Inc. WSI.IRER C: 2290 N. First Street San Jose CA 95131 _, "*" D : lolSURERE: lolSURERF: COVERAGES CERTIFICATE NUMBER: 33257153 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 Af4Y REQUIREMENT, TERM OR CONDmON OF Af4Y CONTRACT OR OTHER DCX:UMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERBN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDmONs OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN8R a, POUCYEFF POLICY EXP LTR TYPE OF lolSURANCE ,.,..., UNn POLICY NUIIBER TT Lll,IITS ~IAL GENERAL LIABILITY EACH OCCURRENCE $ ~ ~ CI.AJMS-MADE D OCClR ~~TO~Nlt:J.J $ ~ MED EXP (lvrf one P9f90!1) $ PERSONAL & ArN INJLIR't $ ~ C3EN'L AC3C3REC3A TE LIMIT APPLIES PER: C3ENERAL AOOREGATE $ ~POLYCYD~ DLoc PRODUCTS -COMP/OP AC3C3 $ OTHER; $ AUTOMOBD..E LIABlLITY )?.:':::'.."I,'t;~llNC31.E LIMIT $ - /\NYAUTO J BOOIL Y INJURY (Per peraon) $ -All.OWNED ~ sa-tEDULED AUTOS ALITOS BOOIL Y INJURY (Per eccl dent) $ -r--NON-OWNED i~~~t~E HIRED ALIT08 ALITOS $ -r-- $ UIERELLA LIAB Hoc~ EAa-1 OCCURRENCE $ - EXCESS LlAB CI.AJl,19--MADE AC3C3REGATE $ DED I I RETENTION s $ WORKERS CO&FEHaATION I ~~TIITF I I~..,.. AND EMPLOYERS' l..J.ABILITY Y/N /\NY PROPRJETOR/PARTN ER/EXECUTIVE D N/A E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (llanmloryklNH) E L DISEASE -EA EMPLOYEE S ~rs"c~ ~~TIONS below E L DISEASE -POLICY LIMIT $ A Prcteas!CllBI l..Jablrty DPR991™2 711/2017 7/1/2018 $1,00'.l,OOO Peraaan $1,00'.l,OOO Am Al1,7agale j DESCRIPllON OF OPERATIONS/ LOCATIONI! / VEHICLES (ACORD 101, Addltlonal Renmrb 8ohedule, may be attachad If l1lOrll epaoe 19 required) REF: IR-15105 Carlsbad-TRAN1354 Ra!road Grade Separation Pro~~ Report Review SEE CANCELLATION SECTION of Cert!flcate for 30 Day Notice .of a on. CERTIFICATE HOLDER Jay ,av or on av CAN CELL.A TION 30 D NOC/10 D t N P of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CM\ND ACCORDANCE WTTii THE POLICY PROVJSK>NS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 AllillORIZED REPRESENTATIVE New York NY 10163-4668 A)--\.. (:___ £!:___ I @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD -e,Ri:.f CERTIFICATE OF LIABILITY ~SURANCE I DA TE (UlillDOIYYYYJ 2/8/2018 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 POI..JCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AlITHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDmONAL INSURED, the pollcy(les) 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 lleu of such endorsement(s). PROOUCER Asero Insurance Services ~.J~· Asero Insurance Services 200 N. Almaden Blvd. 3rd Floor PA~-c ... ,. 866-986-8928 I FAX 408-271-1802 San Jose, CA 95110 ,..,,, .,,,,., ~~~--certs!filaserolna.com I JN8\Jl>FRl8l AFFORDING COVERAGE NAJCI www .aserolns.com License No. OA91339 IN3URER A:' Travelers Prooertv Casualtv Co of Amer 25674 INSURED INSURER a: Travelers' lndemnltv Comoanv of CT 25682 Mark Thomas & Compa's{, Inc. INSURERC: 2290 North First Street, ulte 304 ' San Jose CA 95131 INSURERD: INSURmE: INl!URmF: COVERAGES CERTIFICATE NUMBER: 40274192 REVISION NUMBER: THIS IS TO CER11FY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED.TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOnvrrHSTANDl'NG ANY REQUIREMENT, TERM OR CONDmON OF ANY CONTRACT OR OTHER OOCUMENT 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 I~ POLICYEFF POUCYEXP UUIT8 LTR la,an POUCY NUMBER T TT B ,.L._ COINERCIAL GENERAL LIABILITY ./ ./ 880-2H548914 9/15/2017 9/15/2018 EACH OCCURRENCE $1 000 000 ==:J ClAIMS-MADE w OCCUR UAMl\=c j~ Hen I =i -PREMISES ,..,.,,,_,rrencel $1 000 000 MED EXP /krv one pef80n) $ 10 000 ) -/ PERSONAL & ArN INJURY $1000000 - GENi..AGGREGATE LIMIT APPLIES PER: GENERAi.AGGREGATE $2,000,000 ~=[2]~& WLoc PRODUCTS -COMP/OP AGG $2 000 000 ' $ r B AUTOMOBILE LIABILITY ./ ./ BA-6H189707 9/15/2017 9/15/2018 SINGLE LIMIT s1 ooo ooo IEa""""derrtl - _L_ /WY ALITO BOOIL Y INJURY (Per p,mon) $ OWIED -SCHEDULED BOOIL Y INJURY (Per acc!doot) $ ALITOS ONLY -AUTOS _L_ HIRED _:{__ NON-OWNED ~~~L::)?AMAGE $ AUTOS ONI.Y AUTOS 0111..Y Como/Coll Ded: $1 000 $ A _L_ UIERELLA LlAB H OCCUR CUP-9E095562 9/15/2017 9/15/2018 EACH OCCURRENCE $4 000 000 EXCESSLIAB CLAJMS-MADE AGGREGATE $4 000 000 OED I I RETENTION s $ A WORKERS COIFENSATION ./ UB-5J093756-17 9/15/2017 9/15/2018 ./ I ~TIITE I I~~"" AND EMPLOYERS' LIABDJTY Y/N ANYPROPRJETOR/PAR'rnER/EXECIJTlV!= D N/A E.L EACH ACCIDENT $1000000 OFFICER/MEMBER EXCLUDED? (Mandalo<y In NH) E.L DISEASE -EA EMPLOYEE s1 oon MO g~~~ ~1~PERATIONS bak7N E.L DISEASE -POLICY LIMIT $1000000 \ DESCRIPTION OF OPERA TIO NS / LOCA T10NS / VEHICI.ES (ACORD 101, Additional Remarb Schedule, may be attached If more apace la required) Job# IR-15105 -TRAN1354 Rallroad Grade Separation Project Study Report Revtew City of Carlsbad/CMWD Is named as additional Insured. NOTE: 30 DAYS NOTICE OF CANCELLATION WILL BE GIVEN EXCEPT 10 DAYS FOR NON-PAYMENT. CERTIFICATE HOLDER CANCELLATION Job# IR-15105 City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCrl.LED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIU. BE DEUVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 ECM #35050 New York NY 10163-4668 AUTl-lORIZED REPRESENTATIVE Q-a- I Joe Lonawello 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 40274192 I MARlCT-1 I 17/18 Mo.ater Certificate I Stephanie Schaller I 2/8/2018 8,59,43 AM (PST) I Page 1 of 9 AGENCY CUSTOMER ID: MARKT-1 -------------------L OC #: -------- ~R ADDITIONAL REMARKS SCHEDULE AGENCY Asero Insurance Services POLICY NUMBER CARRIER I NAIC CODE ADDmONAL REMARKS THIS ADDmONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certlflcate of Llablllty (03/16) HOLDER: City of Carlsbad/CMWD r:lo EXIGIS Insurance Compliance Services ADDRESS: P.O. Box 4668 ECM #35050 New York NY 10163-4668 NAMED l'l8URED Mark Thomas & Compan~, Inc. 2290 North First Street, ulte 304 San Jose CA 95131 EFFECTIVE DATE: Page of -- General Liability Additional Insured/ Waiver of Subrogation/ Primary & Non-Contributory as required by written contract per form CG D3 81 09 07 Commercial Auto Liability Additional Insured/ Waiver of Subrogation as required by written contract per form CA T3 53 02 15 -- Workers' Compensation Waiver of Subrogation as required by written contract per form WC 99 .03 76 (A) -001 ACORD 101 (2008/01) '- l _ @2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are. regls,tered marks of ACORD ATTACHMENT 40274192 I MARlCT-1 I 17/18 Maater Certificate I Stephanie Scheller I 2/8/2018 8,59:43 AM (PST) I Page 2 o~ 9 Insured: Mark Thomas &-Company, Inc. Policy: 680-2H548914 · / Commercial General Liability CG D3 810907 Page lof2 THIS ENDORSEMENT CHANGES THE POLICY. PLREASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED · (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILI1Y COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person ·or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part but only with respect to liability for "bodily injury", "property damage", or "personal injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. I~ the performance of your ongoing operations b~ In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products-completed operations hazard" Such person or organization does not qualify as an additional insured for "bodily injury", "property damage", or "personal injury'' for which that person or organization has assumed liability in a contract or· agreement. The insurance provided for such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This insurance does not apply to the rendering of or failure to render any ''professional services". f. The limits of insurance afforded to the addi_tional insured shall be the limits which you agreod in that "contract or agreement requiring insurance" to provide for that .additional insured, o.r the limits showing in the Declarations for this Coverage ·Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section Ill) for this Coverage Part B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIAIBLITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or 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 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 entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other msurance. C. The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others To Us in COMMERICAL GENERAL LIABILITY CONDffiONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage", or "personal injury: arising out of"your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights - only where you have agreed to do so as part of the "contract or agreement requiring insurance" with such person or 40:27419:2 I ~-1 I 17/18 NaBter Certificate I Stephanie Scheller I :2/8/:2018 8,59,U AM (PST) I Page 3 of 9 organization entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, oi;-the "personal injury" offense is committed. D. The following definition as added to DEFINITIONS (Section V): "Contract ,or agreement requiring insurance" means that part of any contract Commercial General Liability CG D3 810907 Page 2 of2 or agreement under which you are require to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is _in effect; and c. Before the end of the policy period. 40274192 [ MARICT-1 [ 17/18 ~tar Cartiticate I Stephania Scheller I 2/8/2018 8,59,43 AH (PST) I Page 4 of 9 Polley No. BA~6H189707 Insured: Mark Thomas & Company Inc. COMMERCIAL AUTO ' ' THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT · This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM .GENERAL DESCRIPnON OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to detennlne rights, duties, and what Is and is not covered. A.. BROAD(FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. ·SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A..1., Who Is An lnsm:ed, of SECTION II -:-COVERED AUTOS LIABILITY COVERAGE: Any organization you newty acquire or fonn dur- ing the policy period over which .you maintain 50% or more ownership' interest and that is not separately Insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following Is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED 1 AUTOS LIABILITY COVERAGE: Any person .or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage• occurs and that Is In effect during the policy period, to be named as an addi- tional insured is an "lnsured" for Covered Autos Liability Coverage, but only for damages to which USE -INCREASED LIMIT I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION. II -COV- . ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto• .hired or rented under a contract or agreement in an "employee's" name, with your pennlssion, while perfonning duties related ·to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS:, · b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos• you own: (1) Any covered "auto· you lease, hire, _ rent or borrow;·and (2) Any covered "auto" hired or rented by your "employee" under a contract in an_ "employ~'s" name, with your CA T3 53 0215 4:i 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with Its pem1lsslon. 40274192 I MARICT-1 I 17/18 Maatsr Certificate I Stephani~ Sohellar I 2/8/2018 8,59,43 AM (PST) I Page 5 of 9 COMMERCIAL AUTO perrmss1on, while performing duties related to the conduct of your busi- ness. However, any "auto" that Is leased, hired, rented or borrowed with a driver Is not a covered •auto". D. EMPLOYEES AS INSURED The following Is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any "employee• of yours Is an "Insured" while us- ing a covered "auto" you don't own, hire or.borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses Incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) In Para- graph B.7., Polley Period, Coverage Territory, of SECTION IV -BUSINESS AUTO CONDI- TIONS: (5) Anywhere In the wortd, except any country or Jurisdiction while any trade sanction, em- bargo, or similar regulation Imposed by the Untied States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto• you lease, hire, rent or borrow from any of your "employees•, partners 0f you are a partnership), members (rf you are a llmtted liability company) or members of their households. (a) With respect to any claim made or •suit" brought outside the United States of America, the territories and ·possessions of the United States of America, Puerto Rico and Canada: (I) You must arrange to-defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Netther you nor any other involved "insured" will make any settlement without our consent. (111) We may, at our discretion, participate In defending the "insured" against, or In the settlement of, any claim or •sutt". (Iv) We will reimburse the "insured" for sums that the "lnsured" legally must pay as damages because of "bodily injury" or "property damage• to which this Insurance applies, that the "in- sured" pays with our consent, but only up to the limit described In Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred wlth our consent for your investiga- tlon of such claims and your defense of the "insured" against any such "suit", but only up to and Included wtthln the limit described in Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of Insurance in· payments for damages, settlements or defense expenses. (b) This insurance Is excess over any valid and collectible other Insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance Is not a substitute for re- quired or compulsory insurance· In any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. · Page 2 of 4 e 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 0215 Includes copyrighted ma_terfyll of Insurance Services Office, Inc. with Its permission. 40274192 I MARICT-1 I 17/18 Ma.eter cartHicate I Stephanie Scheller I 2/8/2018 8,59,43 AM (11ST) I Page 6 ot 9 I . I ) You agree .to maintain all required or compulsory· Insurance _in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory Insurance requirements will riot invalid~e the coverage afforded by this policy, but we will only be llable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It ls understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico · and Can- ada. We assume no responsibility for the furnishing of certificates. of insurance, or for compliance In any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deduct!-· ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE:· . No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. · H. HIRED AlITO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- . TION Ill -PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use Is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill -:-PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense In- curred by you because of the total theft of a cov- ered "auto• of the private passenger type. · · J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property We wlll pay up to $400 for "loss" to wearing ap- . parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto•. No deductibles apply to this Personal Property coverage. . K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: . ,J Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth In Paragraphs A.1.b. and A.1.c., but only: ' ' a If that "auto" is a covered "auto• for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally Inflated. We will pay up to a maximum of $1,000 for any one "loss". · · L NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss"J is known to: (a) You (If you are an individual); (b)' A partner (if you are a partnership); (c) A member (if you are a limited llablllty com- pany); . (cf) An executive officer, director or Insurance manager (if you are a corporation or other or- ganization); or (e) Any ."eritployee" authorized by you to give no- tice of the "accident" or "loss". · M. BLANKET WAIVER OF SUBROGATION ' ' The following replaces Par:agraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI-. TIONS: 5. Transfer Of Rights Of Recovery Against others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a· written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 53 0215 C 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of4 Includes copyrighted matertal of Insurance Services Office, Inc. with Its permission. 40274192 I MAJUCT-1 I 17/18 Marter Certificate I Btephanie Scheller I 2/8/2018 8:59:43 AM (PST) I Page 7 o! 9 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated In such contract. N. UNINTENTIONAL ERRORS O~OMISSIONS The following is added to Paragraph 8.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you s~all not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation o~ non-renewal. Page 4 of 4 ~ 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. 40274192 I Ml'.Rll-1 I 17/18 Master Certificate I Stephanie Scheller I 2/8/2018 8,59,(3 AM (PST) I Page 8 of 9 TRAVELERs'f' OIi 'l'0BR SQ1llll lWlff0RD, C'l O 6183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A)-001 POLICY NUMBER: UB-5J093756-17 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 wlll not enforce our right against the person or organization named in the Schedule. · The additional premium for this endorsement shall be 3 . 0 % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION B'OR WHICH THE INSURED HAS.AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH.THIS WAIVER .. Schedule. Job Description , This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when.this endorsement is issued subseque'nt to preparation of the pollcy.) Endorsement Effective: 9/15/2017 Polley No.: UB.5J093756-17 Insured: ·Mark Thomas & Company, Inc. Travelers Property Casualty Company of America. Countersigned by_· ___________ _ Page 1 of 1 40274192 I MARJCT-1 I 17/18 ..,..ter Cert:Hicate I Stephanie Scheller I 2/8/2018 8,59,43 AM (PST) I Page 9 of 9 . AMENDMENT NO. 1 TO AGREEMENT FOR RAILROAD GRADE SEPARATION PROJECT STUDY REPORT REVIEW MARK THOMAS & COMPANY, INC. TRAN1354 Qhis Amendm~. 1 is entered into and effective as of the ,!}J ~~-day of ~ Q CSl (Y) , 20}_y, amending the agreement dated January 7, 2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Mark Thomas & Company, Inc., a California corporation ("Contractor") (collectively, the "Parties") for railroad grade separation project study report review services. RECITALS A. The Parties desire to alter the Agreement's scope of work to add additional review and analysis with final disposition and submission of memorandum; and B. 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. 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 seventy four thousand one hundred fifty two dollars ($7 4, 152). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" based on time and materials in an amount not-to-exceed forty four thousand five hundred twelve dollars ($44,512). 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 January 6, 2018. 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 Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill City Attorney Approved Version 9/27/16 TRAN1354 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 MARK THOMAS & COMPANY, INC., a Calif · corporation B. CITY OF CARLSBAD, a municipal corporation of the State of California sign he e) Ke ~ A .\p\Wk0 ~LDeNr (print name/titlef (sign here) ft].,tt-~ra~~ ~ecc-e 6 rint nkme/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 City Attorney Approved Version 9/27/16 2 November 29, 2016 Mr. Brandon Miles Senior Civil Engineer Transportation Department City of Carlsbad File: IR-16817 Exhibit "A" RE: SCOPE OF WORK FOR RAILROAD GRADE SEPARATION PSR REVIEW MEETINGS Dear Mr. Miles: Per your request we are pleased to present this scope and fee (attached) for the additional follow up review and meetings required as part of the completed technical review of the Project Study Report (PSR) dedicated to the railroad separation within the City of Carlsbad, which is being prepared by others. TASK DESCRIPTION The purpose of this task is to perform additional follow up review and attend meetings as required as part of the completed technical review of the PSR, which previously assessed the feasibility, scope, impacts, constructability and costs of grade separating the railroad tracks through the north side of Carlsbad from approximately Buena Vista Lagoon to Agua Hedionda Lagoon. This scope includes the additional meetings required to discuss the final review comments and dispositions with the City and SANDAG. Additional review and analysis will be documented using the City's review comment log with final disposition and a memorandum prepared and submitted to the City after scheduled meetings. The City may consider the in depth review of comments regarding key design features which may provide the City and this project with the largest cost savings after the PSR meeting phase as part of this task order. This would include an in depth review of specific items as documented in the comments, this would be an optional task as described in the detailed scope below. The anticipated tasks and deliverables for this project are outlined below. TASK 1: PSR Review Meetings MTCo staff will meet with internal City staff to discuss the comments on the final dispositions of the technical review. MTCo will attend a follow up external meeting with the City and SANDAG as a representative of the City to discuss final dispositions for the comments provided on the PSR. 16795 Von Karman Avenue, Suite 200 Irvine, CA 92606 www.markthomas.com Tel: (949) 477-9000 Fax: (949) 477-4102 Deliverables: • Coordination meetings (2) • Memorandum OPTIONAL TASK 2: IN DEPTH REVIEW MTCo will provide in depth review of specific high value comments, specifically evaluation of the invert slab and seal course systems, vertical clearance requirements and the Carlsbad Boulevard Bridge reconstruction option, either as a whole or separate standalone optional items. These in depth reviews may be performed prior to after the internal or external meetings identified in Task 1. Deliverables: • Memorandum The estimated time and materials fee estimate is $44,512 for Tasks 1 and 2. Attachment A includes a detailed fee estimate breakdown. If you have any questions or concerns with the above scope and fee please contact Paul Price at (925) 285-7731. Sincerely, 2 ATIACHMENTA FEE ESTIMATE Paul Price Rob Himes Arturo Vivar Project TOTAL Engineering Eng/SuNey/ Admin MTCo MTCoTotal Princlpai/PM Project Mgr Engineer MTCO EXPENSES Mgr CADDTech HOURS $ 252 $ 325 $ 200 $ 113 $ 168 $ 80 TASK1 PSR Review Meetings 1.1 Internal City Meeting 8 8 16 $500 $3,860 1.2 External SANDAG Meeting 8 8 16 $500 $3,860 1.3 Additional Review and Analysis 4 20 24 $4,368 1.4 Prepare Memorandum 4 8 12 $2,352 Task 1 Totals 24 0 0 0 44 0 68 $ 1,000 $ 14,440 TASK2 PSR Review Meetings 2.1 Evaluate Invert Slab and Seal Course 8 8 32 48 $2,000 $10,992 2.2 Evaluate Vertical Clearance Requirements 2 2 8 12 $2,000 $4,248 2.3 Evaluate Carlsbad Blvd Bridge Reconstruction 8 8 8 48 72 $12,584 2.4 Prepare Memorandum 2 2 8 12 $2,248 Task 2 Totals 20 0 20 8 96 0 144 $ 4,000 $ 30,072 HOURS TOTAL 44 0 20 8 140 0 212 $14,440 FEE ESTIMATE TOTAL $ 11,088 $ $ 4,000 $ 904 $ 23,520 $ . $5,000 $44,512 TRAN1354 AGREEMENT FOR RAILROAD GRADE SEPARATION PROJECT STUDY REPORT REVIEW MARK THOMAS & COMPANY, INC. ,r7 THIS AGREEMENT is made and entered into as of the -/ ----day of '-' /1// ~(: ;;:/ // 1/ , 2016, by and between the CITY OF CARLSBAD, a municipal . ~ 0. ' corporation, ("CiW1 '), and MARK THOMAS & COMPANY, INC., a California corporation, C'Contractor"). RECITALS A. City requires the professional services of a Civil and Traffic Engineer that is experienced in design, review, operations and constructability. B. Contractor has the necessary experience in providing professional services and advice related to railroad grade separation and planning. 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 two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be based on time and materials in an amount not to exceed twenty nine thousand six hundred forty dollars ($29,640). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000) per Agreement year. The City reserves the right to withhold a ten percent (1 0%) 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 TRAN1354 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an 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 TRAN1354 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. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1 ,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and 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: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 4/1/15 3 TRAN1354 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Brandon Miles Title Associate Engineer Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760.602.27 45 For Contractor Name Robert A. Himes Title President Address 16795 Von Karman Ave., Suite 200 Irvine, CA 92606 Phone No. 949.477.9000 Email rhimes@markthomas.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 TRAN1354 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 ( 1 0) 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 TRAN1354 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. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 4/1/15 6 TRAN1354 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR MARKTH Robert A. Himes I President (print name/title) (sign here) Robert M. Brogan I Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Patrick A. Thom · s Public Works Director as authorized by the City Manager If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney ~;/ ./~ BY:~A -Assistafl-t City Attorney kp~ City Attorney Approved Version 4/1/15 7 TRAN1354 EXHIBIT "A" SCOPE OF SERVICES & FEE TASK DESCRIPTION The purpose of this project study report (PSR) is to assess the feasibility, scope, impacts, constructability and costs of grade separating the railroad tracks through the north side of Carlsbad from approximately Buena Vista Lagoon to Agua Hedionda Lagoon. This scope includes the technical review of the PSR by Mark Thomas & Co. (MTCo) staff as extension of the City engineering staff. Key design features to be reviewed by MTCo at each of the PSR submittal milestones include rail operations, track design, constructability/staging, structures, estimated quantities and cost and other City preferred design elements to be incorporated. Review comments shall be documented using the City's review comment log and submitted to the City and/or SAN DAG. The City may consider the post-PSR project phase as part of this task order, which would include project funding application assistance and review of future design project phases. This would be an optional task as described in the detailed scope below. The anticipated tasks and deliverables for this project are outlined below. The engineering services provided by MTCo are to be completed as a standalone contract on a time and materials not-to-exceed amount specified herein. TASK 1: Technical PSR Review and Coordination MTCo technical staff will work with City staff on the technical review of the PSR and also attend necessary meetings to review comments or third party lead meetings related to the review of the PSR. Deliverables: • Draft PSR review comments • Final PSR review comments • Coordination meetings (2) Paul Price Rob Himes Arturo Virvar TOTAL MTCo Eng/Survey/ Project MTCO Engineering Principai/PM Project Mgr Engineer Admin EXPENSES 'MTCo Total Mgr CADDTech HOURS 252 325 200 113 168 80 TASK 1 PSR Review 1. Draft Report 16 24 20 60 $12,192 1.3 Final Report 16 24 20 8 68 $12,832 1.4 Meetings 8 4 4 16 500 $4,616 Task 1 Report 40 4 52 0 40 8 144 500 $29,640 TASK 2 Future Support 2.1 Technical and Funding App. Support 0 0 $0 Task 2 Design 0 0 0 0 0 0 0 0 $0 HOURS TOTAL 40 4 52 0 40 8 144 FEE ESTIMATE TOTAL $ 10,080 $ 1,300 $ 10,400 $ $ 6,720 $ 640 $500 $29,640 8 Donna Heraty From: Sent: To: Cc: Subject: Dear Consultant: Donna Heraty Wednesday, January 13, 2016 5:27 PM 'rhimes@markthomas.com' Rhonda Gasper-Heather; Janean Hawney Form 700 -Conflict of Interest -It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement Regarding your agreement with the City of Carlsbad for Railroad Grade Separation Project Study Report Review, TRAN1354 - If your agreement states: 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 interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the City of Carlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, ,.f~ f '-Cityo Carlsbad Donna Heraty, CMC Deputy City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.carlsbadca.gov 760-434-2808 us Facebook I Twitter I You Tube I Flickr I Pinterest I Enews 1