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HomeMy WebLinkAboutReso 171-2023 (23-794)Exhibit B – Draft First Amendment to Zoon Engineering CSA Page 1 of 3 FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ZOON ENGINEERING, INC. THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of November 9, 2023, by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and ZOON ENGINEERING, INC. (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On May 26, 2021, City and Consultant entered that certain Consulting Services Agreement (“Agreement”) whereby Consultant agreed to provide the City with certain services for the South San Francisco Smart Corridor Extension Project. A true and correct copy of the Agreement and its exhibits are attached as Attachment 1 – Zoon Engineering Original CSA. B. City and Consultant now desire to amend the Agreement to extend its term and amend the compensation amount. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Consultant hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 1.1: Term of Services. The end date for the term of service, as stated in Section 1.1 and amended by the First Amendment, is hereby extended to May 31, 2024. 3. Section 2: Compensation. Section 2 of the Agreement shall be amended such that the City agrees to pay Consultant an additional sum of $180,000, for an amended total not-to-exceed amount of $813,305. Consultant agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties inwriting. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Exhibit B – Draft First Amendment to Zoon Engineering CSA Page 2 of 3 Dated: 11/09/2023 CITY OF SOUTH SAN FRANCISCO ZOON ENGINEERING, INC. By: By: City Manager Nabil Hissin Chief Executive Officer Approved as to Form: By: City Attorney Attest: By: City Clerk Exhibit B – Draft First Amendment to Zoon Engineering CSA Attachment 1 – Zoon Engineering Original CSA Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Page 1 of 3 FOURTH AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND KIMLEY-HORN AND ASSOCIATES, INC. THIS FOURTH AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of November 9, 2023, by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and KIMLEY-HORN AND ASSOCIATES, INC. (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On April 3, 2017, City and Consultant entered that certain Consulting Services Agreement (“Agreement”) whereby Consultant agreed to provide the City with certain services for the South San Francisco Smart Corridor Extension Project. A true and correct copy of the Agreement and its exhibits are attached as Attachment 1 – Kimley-Horn Original CSA. B. On October 20, 2021, City and Consultant executed a First Amendment to the Agreement to extend the Agreement term. A true and correct copy of the First Amendment and its exhibits are attached as Attachment 2 – First Amendment to Kimley-Horn CSA. C. On January 26, 2022, City and Consultant executed a Second Amendment to the Agreement to extend the Agreement term and compensation amount. A true and correct copy of the Second Amendment and its exhibits are attached as Attachment 3 – Second Amendment to Kimley-Horn CSA. D. On January 26, 2022, City and Consultant executed a Third Amendment to the Agreement to extend the Agreement term and compensation amount. A true and correct copy of the Third Amendment and its exhibits are attached as Attachment 4 – Third Amendment to Kimley- Horn CSA. E. City and Consultant now desire to amend the Agreement to amend the compensation amount. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Consultant hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 2: Compensation. Section 2 of the Agreement shall be amended such that the City agrees to pay Consultant an additional sum of $80,000, for an amended total not-to-exceed amount of $580,000. Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Page 2 of 3 Consultant agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties inwriting. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Page 3 of 3 Dated: 11/09/2023 CITY OF SOUTH SAN FRANCISCO KIMLEY-HORN AND ASSOCIATES, INC. By: By: City Manager Kwasi Akwabi-Ameyaw Assistant Secretary/Project Manager Approved as to Form: By: City Attorney Attest: By: City Clerk Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Attachment 1 – Kimley-Horn Original CSA Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Attachment 2 – First Amendment to Kimley-Horn CSA Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Attachment 3 – Second Amendment to Kimley-Horn CSA Exhibit A – Draft Fourth Amendment to Kimley-Horn CSA Attachment 4 – Third Amendment to Kimley-Horn CSA CONTRACT/AGREEMENT APPROVAL FORM DATE AMOUNT DATE AMOUNT Page 1 of 3 THIRD AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND KIMLEY-HORN AND ASSOCIATES, INC. THIS THIRD AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of March 22, 2023, by and between THE CITY OF SOUTH SAN FRANCISCO a municipal corporation, and KIMLEY-HORN AND ASSOCIATES, INC. Consultant (sometimes referred together as the who agree as follows: RECITALS A. On April 3, 2017, City and Consultant entered that certain Consulting Services Agreement whereby Consultant agreed to provide the City with certain services for the South San Francisco Smart Corridor Extension Project. A true and correct copy of the Agreement and its exhibits are attached as Attachment 1 Kimley-Horn Original CSA. B. On October 20, 2021, City and Consultant executed a First Amendment to the Agreement to extend the Agreement term. A true and correct copy of the First Amendment and its exhibits are attached as Attachment 2 First Amendment to Kimley-Horn CSA. C. On January 26, 2022, City and Consultant executed a Second Amendment to the Agreement to extend the Agreement term and compensation amount. A true and correct copy of the Second Amendment and its exhibits are attached as Attachment 3 Second Amendment to Kimley-Horn CSA. D. City and Consultant now desire to amend the Agreement to extend its term and amend the compensation amount. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Consultant hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 1.1: Term of Services. The end date for the term of service, as stated in Section 1.1 and amended by the First Amendment, is hereby extended to May 31, 2024. 3. Section 2: Compensation. Section 2 of the Agreement shall be amended such that the City agrees to pay Consultant an additional sum of $88,344.90, for an amended total not-to-exceed amount of $448,064.90, with the understanding that up to $366,262.05 has already been paid to Consultant. Consultant Page 2 of 3 the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties inwriting. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE ] Page 3 of 3 Dated: 03/22/2023 CITY OF SOUTH SAN FRANCISCO KIMLEY-HORN AND ASSOCIATES, INC. By: By: City Manager Kwasi Akwabi-Ameyaw Assistant Secretary/Project Manager Approved as to Form: By: City Attorney Attest: By: City Clerk Ci Cl k INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Union Fire Ins. Co. Allied World Assurance Company (U.S.) New Hampshire Ins. Co. Lloyds of London /28202 Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 Jerry Noyola 770-220-7699 [email protected] Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 Raleigh, NC 27601 19445 19489 23841 085202 22-2 AX X X Contractual Liab XX GL5268169 04/01/2022 04/01/2021,000,000 500,000 25,000 1,000,000 2,000,000 2,000,000 A X XX CA4489663 04/01/2022 04/01/2022,000,000 B X X X X 10,000 03127930 04/01/2022 04/01/2025,000,000 5,000,000 C C N WC015893685 (AOS) WC015893686 (CA) 04/01/2022 04/01/2022 04/01/202 04/01/202 X 1,000,000 1,000,000 1,000,000 D Professional Liab B0146LDUSA2204949 04/01/2022 04/01/202Per Claim $2,000,000 Aggregate $2,000,000 Re: City of South San Francisco-On Call; Mike Mowery. The City of South San Francisco, its officers, employees, agents & volunteers are named as Additional Insureds with respects to General Liability where required by written contract. The above referenced liability policies with the exception of workers compensation & professional liability are primary & non-contributory where required by written contract. Should any of the above described policies be cancelled by the issuing insurer before the expiration date (See Attached Descriptions) City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080-0000 1 of 2#S3186640/M3180884 KIMLHORNClient#: 25320 JNOY1 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) thereof, we will endeavor to provide 30 days' written notice (except 10 days for nonpayment of premium) to the Certificate Holder. 2 of 2 #S3186640/M3180884 POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page 1 of 2 A. Section II 6 Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN PER THE CONTRACT OR AGREEMENT. ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. GL 526-81-69GL5268169 Insurance Services Office, Inc., 2018Page 2 of 2 CG 20 10 12 19 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART GL 526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 11 GL5268169