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HomeMy WebLinkAboutNorby, Peder; 2013-07-26;AMENDMENT NO. 2 TO AMEND AND EXTEND THE AGREEMENT FOR PROJECT COORDINATOR CONSULTING SERVICES PEDERNORBY This Amendment No. 2 is entered into and effective as of the 3 vd_ day of ALI~~t::... , 20 15, amending and extending the agreement dated July 26, 2013 {t ~Agreement") by and between the City of Carlsbad, a municipal corporation, {"City"), and Peder Norby, {"Contractor'') {collectively, the "Parties") for Project Coordinator Consulting Services. RECITALS A. On July 26, 2013, the Parties executed an Agreement a special projects coordinator; and B. On July 30, 2014, the Parties executed Amendment No. 1 to amend, extend and fund the Agreement for a period of one {1) year ending July 25, 2015; and C. The Parties have agreed to modify the original Exhibit A scope of work to include all work set forth in the Attached Exhibit A {Supplemental Amended Scope of Work) to this Amendment 2. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one {1) year, effective July 26, 2015 and ending on, July 25, 2016. Further, the Parties agreed to modify the original Exhibit A scope of work to include all work set forth in Exhibit A (Supplemental Amended Scope of Work), attached hereto and incorporated herein by this reference. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR: PEDERNORBY By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By:~ :CtlVtG!ia~r er t4aye~ ef~ster Kathryn 1:3. odson, . · Interim-City Martager · ATTEST: City 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 City Attorney Approved Version 1/30/13 2 EXHIBIT "A" Supplemental Amended Scope of Work The City agrees to engage, and Consultant agrees to perform the services described for all projects assigned to Consultant as part of this Agreement. Consultant shall establish a work plan for these projects, to include project timeline, implementation schedule, ideation and public outreach plan. A written update on the implementation of the work plan needs to be submitted to the community and economic director on a monthly basis, with quarterly updates presentation to be given to the community and economic development director, assistant city manager, and/or city council. Operation Barrio Strong project team member (multi-year) • Work with team to proactively resolve code compliance violations, clean-up and enhance the area, identify opportunities for future market-rate development, develop additional affordable housing, encourage entrepreneurial redevelopment or revitalization in the Barrio neighborhood. • Attend regular, informal meetings with various stakeholder/advocacy groups. • Assist in coaching groups into a single neighborhood organization/advocacy group. • Participate in neighborhood meetings. • Participate in neighborhood 'walk-abouts'. • Consult on code compliance cases as requested. • Assist in creation of a fa~ade/yard enhancement grant program. • Coordinate Barrio Strong efforts with the Village & Barrio Master Plan. • Assist in analysis and solutions for neighborhood safety concerns. • Assist in coordination of community service/activity days. Carlsbad Village & Barrio Master Plan team member • Work with staff to complete the adoption and implementation of the Village & Barrio Master Plan. • Provide coordination between the master plan and the Barrio Strong program. Carlsbad Coastal Corridor project team member (on-going) • Continue to participate on the project team for the Carlsbad Coastal Corridor Project. • Provide feedback on coastal corridor projects, including beach access, Off-shore parking lot, Tamarack intersection, Cannon-Manzano. • Assist with public outreach efforts. • Participate in preliminary design review. NCTD/SANDAG Railroad Double-tracking • Participate as a member of the Carlsbad Village Double-Tracking team. • Review and provide input on cost and benefit information of trenching alternative. • Review and provide input on preliminary design information. EVSE planning for city facilities • Develop a list of City of Carlsbad sites that are best suited for the installation of EVSE equipment. • Prepare CSE grant application for the City of Carlsbad. • If the City of Carlsbad is a grant recipient, assist with the fulfillment of the grant and deployment EVSE equipment. • Assist with fleet vehicle purchases. • Assist with solar PV and renewable energy deployments. Other Tasks as Assigned • Provide assistance to city staff in areas of expertise. EXHIBIT 2 AGREEMENT FOR SPECIAL PROJECT COORDINATOR CONSULTING SERVICES PEDER NORBY THIS AGREEMENT is made and entered into as of the _ day of July, 2013, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and PEDER NORBY, ("Contractor"). RECITALS A. City requires the professional services of a Special Projects Coordinator that is experienced in conducting project management, coordinator and execution for high priority economic and revitalization projects for municipalities. B. Contractor has the necessary experience in providing professional services and advice related to project coordination, plan implementation, stakeholder and community outreach and project execution. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one-year periods or parts thereof in an amount not to exceed one hundred and twenty-five thousand dollars ($125,000) per Agreement term, or as prorated for a lesser Agreement period. Extension 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 maximum not-to-exceed fee payable for the Services to be performed during the initial Agreement term will be one hundred and twenty-five thousand dollars ($125,000). 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". City Attorney Approved Version 2/17/12 Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". 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. Contractor warrants that it/he/she has other clients and that the City of Carlsbad is not its/his/hers sole client. Further, Contractor shall not direct the work of employees of the City of Carlsbad. Contractor acknowledges and agrees that it/he/she is responsible for its own overhead, costs, supplies, and expenses necessary in rendering the required services. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. City Attorney Approved Version 2/17/12 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 Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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. 10.1.1 Commercial General Liability Insurance. $1,000,000 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 imit of not less than $1,000,000 per claim. If box is checked, Professional Liability Insurance requirement is waived. 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. City's Initials Contractor's Initials City Attorney Approved Version 2/17/12 3 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. Citv 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 notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv Name Kathy Dodson Title Economic Development Mgr. Department CED For Contractor Name Title Peder Norby Address 4795 Hillside Drive Address City of Carlsbad 1635 Faraday Avenue Carlsbad, OA 92008 Carlsbad, CA 92008 Phone No. Email 760-712-2943 pedernorby@gmail.com Phone No. 760-602-2744 City Attorney Approved Version 2/17/12 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. 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 ofthe requirements ofthe 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 othen/vise 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 fon/varded 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. City Attorney Approved Version 2/17/12 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 employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othen/vise recover, the full amount ofthe 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 seg.. 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. JURISDICTIONS 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 or 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 2/17/12 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 Peder Norby By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager r 0:'< ATTEST: BARBARA ENGLESON City 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 Assistant City Attorney City Attorney Approved Version 2/17/12 State of California Countyof ."^t^^ r^'> CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On rTc^la l<^^ 00\^ before me, }^Mrl(xTrexj\nJ^ RftV^ AJo4tvy Po^bllc ^ ' {here insert name and title of the officer) personally appeared Ped^vT^ Mor-by who proved to me on the basis of satisfactory evidence to be the personj;gf whose nam^ is/afe subscribed to the within instrument and acknowledged to me that he/sho/thoy executed the same in his/lier/theii' authorized capacity^i&sTand that by his/hor/their signatur^^efon the instrument the persor>(«ror the entity upon behalf of which the personj^gfacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ^y^£tl/o^ ^yUj/si^ Rju^4^ LETICIAmviNO REYES 1 COMM. #1994847 1 Notary PuMic • Califwnia I San Oiego Counhr S % Comm. Ettiw Oct. 21 j aon f (Seal) OPTIONAL INFORMATION Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acl<nowledgment is attaclied to a document titled/for the purpose of containing pages, and dated The signer(s) capacity or authority is/are as: O Individual(s) [H Attorney-in-Fact O Corporate Officer(s) n Guardian/Conservator O Partner - Linnited/General O Trustee(s) • Other: representing: Name(s) of Person(s) or Entity(ie5) Signer is Representing Method of Signer Identification Proved to me on the basis of satisfactory evidence: I—O form(s) of identification O credible witness(es) Notarial event is detailed in notary journal on: Page# Entry # Notary contact: Other I I Additional Signer(s) Q Signer(s) Thumbprint(5) • rtDa31MON>i:)ViN3/J'Da31«ON>IDVlN3W9a31MON>IDViN3;^5a31MON>IDViN3W9a31MON)IDViNit\9a31 ) Copyright 2007-2012 Notary Rotary, Inc. PO Box 41400, Des Moines, IA 5031 1-0507. All Rights Reserved. Part Number 101772. Please contact your Authorized Reseller to purchase copies of this form. EXHIBIT "A" SCOPE OF SERVICES The City agrees to engage, and Consultant agrees to perform the services described below for all projects assigned to Consultant as part of this Agreement. Consultant shall establish a work plan for these projects, to include project timeline, implementation schedule, ideation and public outreach plan. A written update on the implementation of the work plan needs to be submitted to the community and economic development director on a monthly basis, with quarterly updates presentation to be given to the city manager and/or city council. Carlsbad Boulevard Realignment The City of Carlsbad and California State Parks are working together on a project to "reimagine" South Carlsbad Boulevard as a scenic coastal corridor that invites people to enjoy the natural beauty of our coastline, whether on foot, by bike or in a car. Consultant shall work with the state, city departments, other public agencies, private businesses and the public on a land transfer to include legislative and public outreach and the planning, design and construction coordination of the South Carlsbad Coastal Corridor. Connecting in Carlsbad Village and Barrio Consultant shall coordinate the economic and infrastructure development of projects connecting Carlsbad Village and Barrio, to include working with city and consulting teams to implement CIP and other planned projects including: • Pedestrian, cyclist and parking wayfinding in the Village • Building connections between the Barrio and the Village • Increasing safety in the Village (traffic circles, lighting, pedestrian amenities) • Improving streetscapes in the Village and Barrio Chestnut Avenue Rail Crossing This important project will provide pedestrian access from the Barrio to the beach. It will necessitate working with the North County Transit District (NCTD) on a pedestrian undercross or over cross of the rail line at Chestnut Avenue. Consultant shall work with city departments, outside consultants, public agencies, private businesses and the public to coordinate crossing options and facilitate a series of community meetings to investigate preferred alternatives. Consultant shall work with NCTD and other public agencies to determine a timeline and available funding resources for a rail crossing. Carlsbad Village Entry and Announcement Features Carlsbad Village is the cultural heart of the city. At its entryways and center we want to celebrate Village through special signage. One specific project will be a traffic circle at Carlsbad Boulevard and Grand Avenue. Consultant shall hold educational sessions on gateway planning with stakeholders. Consultant shall coordinate presentations to the community regarding signage location and design preferences. City Attorney Approved Version 2/17/12 Carlsbad Village and Barrio Economic Development Consultant shall work with landowners, real estate representatives and businesses to attract private investment to the Carlsbad Village and Barrio. Consultant shall detail economic development efforts at a monthly meeting with the community and economic development director. Other Proiects The consultant may be asked to work on sustainability or other projects at the City of Carlsbad as part of this contract. City Attorney Approved Version 2/17/12 EXHIBIT "B" INCREMENTAL PAYMENT SCHEDULE The Contractor shall be paid within 30 days for all undisputed work accomplished, in response to invoice, and invoices are expected to be received monthly. Contractor's fee shall not exceed one hundred and twenty-five thousand dollars ($125,000) per Agreement term, inclusive of all labor, operating costs and travel expenses. City will pay the Contractor $12,500 within 10 business days after the City has executed this Agreement. This advance payment will be the only monies paid to Contractor until such time as Contractor has prepared a project timeline and implementation schedule for the Services (see Exhibit A) to be performed and has submitted said timeline and schedule to and has been approved by the Community and Economic Development Director. Once the project timeline and implementation schedule has been approved by the City, Contractor and Community and Economic Development Director will develop a payment schedule based on and tied to the project timeline and implementation schedule and Contractor will be paid for the completed and accepted work. Thereafter, this Agreement will be amended, in writing, and the newly developed payment schedule, together with the project timeline and implementation schedule, will be identified as Exhibit B-1 and made part of this Agreement. Once Exhibit B-1 has been made a part of this Agreement, Contractor shall submit monthly updates on work plan implementation to the Community and Economic Development Director and payment shall be made in accordance with the undisputed work completed and Exhibit B-1. City Attorney Approved Version 2/17/12 10 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: K.91-111 ,-- 00ci sok, , 3 , (Name and Department) C C (IA (Date) ve-ft)/f,./ Proposed modification(s) to the e" ,4yquirement(s) for Pee! er (Type of insurance) (Name of cont/act) 7 Reduce coverage to the amount of: $ ,Waive coverage q Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) nSignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] F1Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] q Contract Amount/Term of Contract: $ . Work will be completed over a period of rProfessional Liability coverage is not available to this contractor or would increase pie cost of the contract by [explain]. ireax Li.n.a.€.1.— cope c,),) nOther (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) HAWORMInsurance\Admin Order #68.doc 06/15/2006 27