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HomeMy WebLinkAboutVRPA Technologies Inc; 2022-06-15; PSA22-1850TRANPSA22-1850TRAN City Attorney Approved Version 6/12/18 1 AGREEMENT FOR VEHICLES MILES TRAVELLED ANALYSIS SERVICES VRPA TECHNOLOGIES, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2022, by and between the City of Carlsbad, a municipal corporation, ("City"), and VRPA Technologies, Inc, a California corporation, ("Contractor”). RECITALS City requires the professional services of a traffic engineering consultant that is experienced in vehicles miles travelled analysis. Contractor has the necessary experience in providing these professional services, 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 Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of sixty days (60) from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed three thousand five hundred dollars ($3,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A”. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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. DocuSign Envelope ID: 4F0A0FCA-4A4D-4831-B805-6E318831393E June 15th PSA22-1850TRAN City Attorney Approved Version 6/12/18 2 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Brandon Miles Name Eric Ruehr Title Associate Engineer Title Project Manager Department Public Works Address 9747 Businesspark Avenue, Ste 210 City of Carlsbad San Diego, CA 92131 Address 1635 Faraday Ave Phone No. 858.361-7151 Carlsbad, CA 92008 Email eruehr@vrpatechnologies.com Phone No. 442.339.2745 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. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes☐ No ☒ 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. DocuSign Envelope ID: 4F0A0FCA-4A4D-4831-B805-6E318831393E PSA22-1850TRAN City Attorney Approved Version 6/12/18 3 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 4F0A0FCA-4A4D-4831-B805-6E318831393E PSA22-1850TRAN City Attorney Approved Version 6/12/18 4 15. 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 VRPA TECHNOLOGIES, INC, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Leonard Vivian, Vice-President & Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: Assistant City Attorney DocuSign Envelope ID: 4F0A0FCA-4A4D-4831-B805-6E318831393E PSA22-1850TRAN City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: 4F0A0FCA-4A4D-4831-B805-6E318831393E 1 PALOMAR AIRPORT ROAD/MELROSE DRIVE INTERSECTION IMPROVEMENTS VMT ANALYSIS - PROPOSAL VRPA Technologies, Inc. (VRPA) May 27, 2022 SCOPE OF WORK The proposed study would provide a VMT analysis of widening the southbound lanes of Melrose Drive at the approach to the Palomar Airport Road/Melrose Drive intersection in the City of Carlsbad. The study will include the following components:  Qualitative analysis of the VMT implications of the project to document that the project would tend to increase VMT based on facilitating auto movements but would tend to decrease VMT based on facilitating pedestrian, bicycle, and transit movements.  Comparison of the proposed project to the list of projects in the Technical Advisory on Evaluating Transportation Impacts in CEQA (Governor’s Office of Planning and Research, 2018) that would not lead to a substantial increase in VMT and would not require a VMT analysis. If the project is consistent with or similar to projects on this list, the transportation impacts of the project would be considered to be less than significant and no further analysis would be required.  Documentation of the analysis described above in a brief technical memorandum. A draft of the memorandum will be submitted to City staff for review and a final version will be prepared that will incorporate any comments  Participation in up to three conference calls or virtual meetings to discuss the study. FEE The proposed fee for the scope of work described above is $3,500. SCHEDULE A draft technical memorandum can be provided by June 3 if notice to proceed is received by May 31. DocuSign Envelope ID: 4F0A0FCA-4A4D-4831-B805-6E318831393E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis Towers Watson Midwest, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA VRPA Technologies, Inc.c/o Dena Graham4630 W. Jennifer, #105Fresno, CA 93722 This Voids and Replaces Previously Issued Certificate Dated 08/25/2021 WITH ID: W21873177. Re: City of Carlsbad/CMWD All Operations The City of Carlsbad/CMWD is included as an Additional Insured as respects to General Liability. City of Carlsbad/CMWDc/o Exigis Insurance Compliance ServicesP.O. Box 947Murrieta, CA 92564 06/08/2022 1-877-945-7378 1-888-467-2378 certificates@willis.com Citizens Insurance Company of America 31534 The Hanover American Insurance Company Continental Casualty Company 36064 20443 W25028169 A 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 Y OBCA400416 09/01/2021 09/01/2022 A 2,000,000 09/01/202209/01/2021OBCA400416 A 1,000,000 OBCA400416 09/01/2021 09/01/2022 1,000,000 WZCA364702BY 1,000,00009/01/2021 09/01/2022 1,000,000 1,000,000 C Professional Liability Per ClaimMCH11382056809/01/2021 09/01/2022 Aggregate 255374322687898SR ID:BATCH: $4,000,000 $2,000,000 Willis Towers Watson Certificate Center Page 1 of 2 ACORD® I ~ .-------, I X ~ □ 0 ~ ~ Fl 0 □ ~ ~ ~ ~ ~ X X ~ ~ X P1 ~ I I x i I I □ ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: VRPA Technologies, Inc.c/o Dena Graham4630 W. Jennifer, #105Fresno, CA 93722 Waiver of Subrogation applies in favor of Additional Insured with respects to Workers Compensation as permitted bylaw. 2 2 Willis Towers Watson Midwest, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W25028169CERT:2553743BATCH:22687898SR ID: I 391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission . Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II – LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add as an additional insured on your policy is an additional insured only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit including “bodily injury” or “property damage” included in the “products – completed operations hazard” only if this Coverage Part provides such coverage. (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury”, “property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from whom land has been leased if the “occurrence” or offense takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The “occurrence” takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily OBCA400416 391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission . Page 2 of 2 injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II – LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations B. Aggregate Limits of Insurance per Project or per Location The following changes are made to SECTION II – LIABILITY: 1. The following is added to SECTION II – LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply separately to each of “your projects” or each “location” listed in the Declarations. 2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II – LIABILITY, F. Liability And Medical Expenses Definitions: 1. “Your project” means: a. Any premises, site or “location” at, on, or in which “your work” is not yet completed; and b. Does not include any “location” listed in the Declarations. 2. “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. WC 00 03 13 (Ed.4-84)Copyright 1983 National Council on Compensation Insurance. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium Insurance Company Countersigned by ____________________________________________ As per written contract or agreement WZCA364702