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Fehr and Peers Inc; 2019-11-07;
City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ENGINEERING CONSULTING SERVICES FEHR AND PEERS, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated November 7, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Fehr and Peers, Inc., a California corporation (“Contractor") (collectively, the “Parties”) for professional engineering consulting services and advice related to transportation planning and traffic engineering. RECITALS A.On November 7, 2019, the Parties executed the Agreement to provide professionalengineering consulting services and advice related to transportation planning and traffic engineering services; and B.The Parties desire to alter the Agreement’s scope of work to include updating the City of Carlsbad VMT analysis maps based on the current SANDAG travel demand model. C.The Parties desire to extend the Agreement for a period of one (1) year; and D.The Parties desire to increase the current Agreement amount by twenty thousand ($20,000); and E.The Parties have negotiated and agreed to a supplemental scope of work and feeschedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on November 6, 2021 on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000). 2.In addition to those services contained in the Agreement, as may have beenamended from time to time, Contractor will provide those services described in Exhibit "A" for the remainder of the current contract ending November 6, 2020. With this Amendment, the total annual Agreement, ending November 6, 2020, amount shall not exceed fifty-five thousand dollars ($55,000). 3. Contractor will complete all work described in Exhibit “A” by November 6, 2020. 4.All other provisions of the Agreement, as may have been amended from time totime, will remain in full force and effect. 5.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 8thOctober City Attorney Approved Version 1/30/13 2 6.The individuals executing this Amendment and the instruments referenced in it onbehalf 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. FEHR AND PEERS, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick City Manager Chris Mitchell/CEO (print name/title) ATTEST: By: (sign here) Tamara R. McMinn for BARBARA ENGLESON Marion Donnelly/CFO City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE Services to be completed by November 6, 2020: Description Amount City wide VMT analysis and mapping update to incorporate SANDAG's new regional travel demand model. $8,000 Update to city VMT Guidelines to incorporate new analysis $4,000 3rd party review services $4,000 Transportation and mobility consulting services as needed $4,000 Total $20,000 DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 Fehr & Peers Rate Sheet (9/10/2020 - 11/6/2021) STAFF NAME TITLE HOURLY RATE 1 Sohrab Rashid Principal $265 2 Jason Pack Principal $280 3 Matt Benjamin Principal $285 4 Josh Peterman Principal $285 5 Katy Cole Principal $235 6 Stephanie Cheng Associate $200 7 Claude Strayer Associate $195 8 Chris Wahl Associate $195 9 Cecily Taylor Senior Engineer $155 10 Madison Roberts Senior Planner $150 11 Andrew Scher Engineer/Planner $145 12 Mahdie Hasani Engineer/Planner $125 13 Tamara Zdvorak Visual Communications $165 14 Annie Horanyi Admnistrative/ Writing Specialist $125 DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 FEHR&PE-01 SUMMANR ACORD" CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) ~ 6/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 ~R~i~cT Gigi Yuen IOA Insurance Services r.JJ8,NJo, Ext): (925) 660-3514 50008 I rie~. No):(925) 416-7869 3875 Hopyard Road ~~l~~ss: Gigi.Yuen@ioausa.com Suite 200 Pleasanton, CA 94588 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: RLI Insurance Comoanv 13056 INSURED INSURER s: Hartford Casualtv Insurance Comoanv 29424 Fehr& Peers INSURER c: Libertv Insurance Underwriters Inc 19917 100 Pringle Avenue, Suite 600 INSURER D: Walnut Creek, CA 94596 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1rlf TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS '"~n '""n HT T A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ ~ CLAIMS-MADE [K] OCCUR PSB0006683 12/6/2018 DAMAGE TO RENTED 12/6/2019 PREMISES /Ea occurrence\ $ 1,000,000 MED EXP /Anv one oersonl $ 10,000 ~ 1,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ✓ ~ POLICY [K] fr8r DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY ?E~~2b~~~t?NGLE LIMIT $ 1,000,000 - ANY AUTO PSA0002276 12/6/2018 12/6/2019 BODILY INJURY /Per oersonl $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY /Per accident\ $ - X HIRED X NON-OWNED ip~?~tc~d\i1?AMAGE $ AUTOS ONLY AUTOS ONLY $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 5,000,000 ~ PSE0002889 12/6/2018 12/6/2019 5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ / OED I I RETENTION$ $ B WORKERS COMPENSATION X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N 57WEGZJ1989 5/1/2019 5/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ ~~sc;~(tfr~~ t~'6PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Professional Liab. AEXNY ABEFJ2003 12/6/2018 12/6/2019 Per Claim 3,000,000 C Professional Liab. AEXNYABEFJ2003 12/6/2018 12/6/2019 Aggregate 3,000,000 ./ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Carlsbad MMLOS Monitoring All Operations of the Named Insured, including the aforementioried project. General Liability: Please see blanket Additional Insured endorsement attached; such coverage is Primary and Non-Contributory with Waiver of Subrogation included, as required per written contract. Auto Liability: Please see blanket Additional Insured endorsement with Waiver of Subrogation included, as required per written contract. Workers' Compensation: Waiver of Subrogation is in favor of the aforementioned Additional Insured as per attached blanket Waiver of Subrogation endorsement, as required per written contract. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Carlsbad ~~ 1635 Faraday Avenue ·-r.LJ. Q?nnR.7314 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 AGENCY CUSTOMER ID: FEHR&PE-01 SUMMANR ------------------- LO C #: 1 ------~ ADDITIONAL REMARKS SCHEDULE AGENCY License # 0E67768 IOA Insurance Services POLICY NUMBER SEE PAGE 1 CARRIER I: NAIC CODE SEE PAGE 1 SEEP 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: NAMED INSURED Fehr & Peers 100 Prind1Ie Avenue, Suite 600 Walnut reek, CA 94596 EFFECTIVE DATE: SEE PAGE 1 Excess Liability/Umbrella follows form over the General Liability, Auto Liability and Employers liability. Page 1 of 1 GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION(S): City of Carlsbad, as required per written contract ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 Policy Number: PSB0006683 Named lnsured:Fehr & Peers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 Policy Number: PSA0002276 Named Insured: Fehr & Peers RU Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair -Waiver Of Deductible I. Personal Effects Coverage J . Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage -Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0 . Airbag Coverage P. Amended Insured Contract Definition -Railroad Easement Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. 8. Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1 . Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which 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 - COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 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 extent required of you by a contract executed prior to any "accident" or PPA 300 0313 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "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 that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion 8 .5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 57 WEG ZJ1989 Endorsement Number: Effective Date: 05/01 /19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: FEHR & PEERS 100 PRINGLE AVE STE 600 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.0 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Leslie Pancoast Countersigned by ___________________ _ Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 04/02/19 Policy Expiration Date: 05/01 /20 DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 Corporate Secretary's Certificate I, Marion Donnelly, Secretary of Fehr & Peers, a corporation organized and existing under the laws of the State of California, hereby certify that the foregoing is a complete, true and correct copy of resolutions of the Board of Directors of the Corporation, duly and regularly adopted by the Board of Directors of the Corporation, duly and regularly adopted by the Board of Directors of the Corporation in all respects as required by law and the by-laws of the Corporation on July 10, 2019 at a meeting at which a ql,lorum of the Board of Directors of the Corporation was present and the requisite number of such directors voted in favor of said resolutions, or by unanimous consent in writing of all members of the Board of Directors of the Corporation to the adoption of said resolutions. I further certify that the said resolutions are still in force and effect and have not been amended or revoked and do not exceed the objects or powers of the Corporation or the powers of its directors. IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the Corporation, an affixed the corporate seal of the Corporation, on July 10, 2019. Affix Corporate Seal Here: Marion Donnelly (signature), SECRETARY OF Fehr & Peers, A CORPORATION DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF FEHR & PEERS The undersigned, constituting all of the directors of the corporation, acting pursuant to the authority of 307(b) of the California General Corporation Law, hereby adopt the following recitals and resolution, effective on the date of the last signature hereof. "RESOLVED, that the President and each director of this corporation is authorized to execute any contract by which the corporation would perform services for any client, and to bind the corporation thereto by his or her signature alone." BE IT FURTHER RESOLVED, that any executed copy of this Resolution, duly signed as hereunder, shall constitute a Certificate of Corporate Resolution in the matters hereinabove recited. iJi_~:.:1~ Matthew J. ;t Steven Brown ------------------------ Ronald T. Milam L~cs~AtV { ~ -------~-- Marion Donnelly DocuSign Envelope ID: B7C7DE04-E803-4B5B-80C5-CB3433C83F81DocuSign Envelope ID: 10DA587B-F68B-472A-A684-0D1A874093A6 MASTER AGREEMENT FOR ENGINEERING CONSUL TING SERVICES FEHR & PEERS, INC. ~ THIS ~EMENT is made and entered into as of the '7~ day of BJJ~ r(/\...J , 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and FEHR & PEERS, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in providing third party review services for transportation planning and traffic engineering. B. Contractor has the necessary experience in providing professional services and advice related to perform such work. 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 Community & Economic Development Director 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to the Agreement will begin within ten (10) working days after receipt of notification to proceed by City and be completed within the time specified in Contractor's proposal for the project (see "Exhibit A"). Extensions of time for a specific project may be granted if requested by Contractor and agreed to in writing by the City Engineer, as authorized by the Community and Economic Development Director ("Director"). The City Engineer or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by lack of foresight on the part of Contractor, or delays caused by City inaction or other agency's lack of timely action. In no event shall a specific project exceed the term of this Agreement. City Attorney Approved Version 4/1 /15 5. COMPENSATION The cumulative compensation for all projects allowed during the initial Agreement term will be thirty-five thousand dollars ($35,000). No other compensation for the Services will be allowed. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's schedule of rates and negotiated proposal and acceptance as specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including 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 4/1/15 2 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 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. City Attorney Approved Version 4/1 /15 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. 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 Jason Geldert Title City Engineer Department CED ---------- City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2758 For Contractor Name Title Address Katy Cole Principal 555 W Beech St #302 San Diego, CA 92101 Phone No. 619-758-3001 Email k.cole@fehrandpeers.com City Attorney Approved Version 4/1/15 4 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. YesD No■ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City Attorney Approved Version 4/1 /15 5 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 otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 4/1/15 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. FEHR & PEERS, INC., a California corporation Bytwfih~ /Ylo.f',~ /I /j(j/7 ()Q_lly I {!_FO (print name/tif1ef CITY OF CARLSBAD, a municipal corporation of the State of California By: ~OK~ M~PETERVoN Interim Community and Economic Development Director ATTEST: iJ-<i:L~~ 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 City Attorney Approved Version 4/1 /15 7 EXHIBIT "A" SCOPE OF SERVICES 1.0 DEFINITIONS 1.1 CONTRACT ADMINISTRATOR: The Engineering Manager of the Land Development Engineering Division or their authorized representative. 1.2 CITY: The City of Carlsbad. 1.3 CONTRACTOR: The Consultants responsible management individual or their authorized consultant. 1.4 PROPOSAL: A fixed cost proposal prepared by the CONTRACTOR for work requested by the CONTRACT ADMINISTRATOR. 1.5 TIME AND MATERIALS: Work Performed by the CONTRACTOR on an agreed hourly price per negotiated fee schedule. 2.0 CONTRACTOR'S OBLIGATIONS 2.1 The CONTRACTOR shall provide qualified professional transportation planning and traffic engineering consulting and plan check services. The CONTRACTOR shall also provide other related services as agreed upon by both the CONTRACT ADMINISTRATOR and the CONTRACTOR. All work shall be performed in accordance with CITY procedures and policies. 2.2 The CONTRACTOR shall provide all facilities, equipment and standard engineering reference materials and applicable governmental code reference materials necessary to perform duties as required herein. 3.0 NEGOTIATED PROPOSAL AND ACCEPTANCE 3.1 The CITY may award work to the CONTRACTOR, at the discretion of the CONTRACT ADMINISTRATOR. New work will be awarded on a negotiated proposal and acceptance basis as when the CONTRACT ADMINISTRATOR determines that it is appropriate to negotiate a fixed price for work in lieu of utilizing unit prices. Payment for work shall be performed by negotiated agreement between the CITY and the CONTRACTOR or on a time and material basis in accordance with section. 3.2 Prior to performing any work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT AMINISTRATOR. 3.3 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. City Attorney App roved Version 4/1 /15 8 4.0 TIME AND MATERIALS 4.1 In the event the CONTRACT ADMINISTRATOR determines that work requested is of an unknown duration, not easily quantified or the CONTRACTORS proposal for work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. Invoices for work on a TIME AND MATERIALS basis are subject to the CONTRACTOR'S negotiated fee schedule attached to this agreement. 4.2 Prior to performing any work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTORS proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 4.3 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 5.0 PAYMENTS AND INVOICES 5.1 The CONTRACTOR shall present monthly Invoices, for all work performed during the preceding month. Monthly invoices shall include all required certifications and reports as specified herein. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Payments shall be made within thirty (30) days upon receiving invoice, providing that all work performed during the preceding month has been inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT 5.2 Invoices for approved TIME AND MATERIALS work shall be in a format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify the CONTRACTORS billing. Invoices for TIMEAND MATERIALS work shall be submitted on separate invoices. Unless otherwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each separate and complete item of TIME AND MATERIALS work. City Attorney Approved Version 4/1 /15 9 FEHR & PEERS SB 743 IMPLEMENTATION CONTRACT RATE SCHEDULE STAFF NAME TITLE HOURLY RATE 1. Sohrab Rashid Principal $265 2. Jason Pack Principal $280 3. Matt Benjamin Principal $285 4. Josh Peterman Principal $285 5. Katy Cole Principal $235 6. Stephanie Cheng Associate $200 7. Claude Strayer Senior Engineer $195 8. Cecily Taylor Engineer/Planner $150 9. Madison Roberts Engineer/Planner $145 10. Andrew Scher Engineer/Planner $145 11. Mahdie Hasani Engineer/Planner $125 12. Tamara Zdvorak Visual Communications $165 13. Annie Horanyi Administrative $120 Assistant FEHR&PE-01 SUMMANR ACORD" CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) ~ 6/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 ~R~i~cT Gigi Yuen IOA Insurance Services r.JJ8,NJo, Ext): (925) 660-3514 50008 I rie~. No):(925) 416-7869 3875 Hopyard Road ~~l~~ss: Gigi.Yuen@ioausa.com Suite 200 Pleasanton, CA 94588 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: RLI Insurance Comoanv 13056 INSURED INSURER s: Hartford Casualtv Insurance Comoanv 29424 Fehr& Peers INSURER c: Libertv Insurance Underwriters Inc 19917 100 Pringle Avenue, Suite 600 INSURER D: Walnut Creek, CA 94596 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1rlf TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS '"~n '""n HT T A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ ~ CLAIMS-MADE [K] OCCUR PSB0006683 12/6/2018 DAMAGE TO RENTED 12/6/2019 PREMISES /Ea occurrence\ $ 1,000,000 MED EXP /Anv one oersonl $ 10,000 ~ 1,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ✓ ~ POLICY [K] fr8r DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY ?E~~2b~~~t?NGLE LIMIT $ 1,000,000 - ANY AUTO PSA0002276 12/6/2018 12/6/2019 BODILY INJURY /Per oersonl $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY /Per accident\ $ - X HIRED X NON-OWNED ip~?~tc~d\i1?AMAGE $ AUTOS ONLY AUTOS ONLY $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 5,000,000 ~ PSE0002889 12/6/2018 12/6/2019 5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ / OED I I RETENTION$ $ B WORKERS COMPENSATION X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N 57WEGZJ1989 5/1/2019 5/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ ~~sc;~(tfr~~ t~'6PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Professional Liab. AEXNY ABEFJ2003 12/6/2018 12/6/2019 Per Claim 3,000,000 C Professional Liab. AEXNYABEFJ2003 12/6/2018 12/6/2019 Aggregate 3,000,000 ./ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Carlsbad MMLOS Monitoring All Operations of the Named Insured, including the aforementioried project. General Liability: Please see blanket Additional Insured endorsement attached; such coverage is Primary and Non-Contributory with Waiver of Subrogation included, as required per written contract. Auto Liability: Please see blanket Additional Insured endorsement with Waiver of Subrogation included, as required per written contract. Workers' Compensation: Waiver of Subrogation is in favor of the aforementioned Additional Insured as per attached blanket Waiver of Subrogation endorsement, as required per written contract. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Carlsbad ~~ 1635 Faraday Avenue ·-r.LJ. Q?nnR.7314 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: FEHR&PE-01 SUMMANR ------------------- LO C #: 1 ------~ ADDITIONAL REMARKS SCHEDULE AGENCY License # 0E67768 IOA Insurance Services POLICY NUMBER SEE PAGE 1 CARRIER I: NAIC CODE SEE PAGE 1 SEEP 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: NAMED INSURED Fehr & Peers 100 Prind1Ie Avenue, Suite 600 Walnut reek, CA 94596 EFFECTIVE DATE: SEE PAGE 1 Excess Liability/Umbrella follows form over the General Liability, Auto Liability and Employers liability. Page 1 of 1 GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION(S): City of Carlsbad, as required per written contract ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006683 Named lnsured:Fehr & Peers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002276 Named Insured: Fehr & Peers RU Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair -Waiver Of Deductible I. Personal Effects Coverage J . Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage -Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0 . Airbag Coverage P. Amended Insured Contract Definition -Railroad Easement Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. 8. Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1 . Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which 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 - COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 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 extent required of you by a contract executed prior to any "accident" or PPA 300 0313 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "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 that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion 8 .5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 57 WEG ZJ1989 Endorsement Number: Effective Date: 05/01 /19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: FEHR & PEERS 100 PRINGLE AVE STE 600 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.0 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Leslie Pancoast Countersigned by ___________________ _ Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 04/02/19 Policy Expiration Date: 05/01 /20 Corporate Secretary's Certificate I, Marion Donnelly, Secretary of Fehr & Peers, a corporation organized and existing under the laws of the State of California, hereby certify that the foregoing is a complete, true and correct copy of resolutions of the Board of Directors of the Corporation, duly and regularly adopted by the Board of Directors of the Corporation, duly and regularly adopted by the Board of Directors of the Corporation in all respects as required by law and the by-laws of the Corporation on July 10, 2019 at a meeting at which a ql,lorum of the Board of Directors of the Corporation was present and the requisite number of such directors voted in favor of said resolutions, or by unanimous consent in writing of all members of the Board of Directors of the Corporation to the adoption of said resolutions. I further certify that the said resolutions are still in force and effect and have not been amended or revoked and do not exceed the objects or powers of the Corporation or the powers of its directors. IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the Corporation, an affixed the corporate seal of the Corporation, on July 10, 2019. Affix Corporate Seal Here: Marion Donnelly (signature), SECRETARY OF Fehr & Peers, A CORPORATION UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF FEHR & PEERS The undersigned, constituting all of the directors of the corporation, acting pursuant to the authority of 307(b) of the California General Corporation Law, hereby adopt the following recitals and resolution, effective on the date of the last signature hereof. "RESOLVED, that the President and each director of this corporation is authorized to execute any contract by which the corporation would perform services for any client, and to bind the corporation thereto by his or her signature alone." BE IT FURTHER RESOLVED, that any executed copy of this Resolution, duly signed as hereunder, shall constitute a Certificate of Corporate Resolution in the matters hereinabove recited. iJi_~:.:1~ Matthew J. ;t Steven Brown ------------------------ Ronald T. Milam L~cs~AtV { ~ -------~-- Marion Donnelly