HomeMy WebLinkAboutLegalPools.com; 2025-08-25; PSA25-3709FAC PSA25-3709FAC
City Attorney Approved Version 2/11/2025
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RATIFICATION AGREEMENT FOR ALGA NORTE AQUATIC CENTER POOL
PLASTER CONSULTATION SERVICES
(LEGALPOOLS.COM)
THIS RATIFICATION AGREEMENT (“Agreement”) is made and entered into as of the
______________ day of _________________________, 2025, by and between the City of Carlsbad,
California, a municipal corporation ("City") and LegalPools.com, a California corporation ("Contractor").
RECITALS
City required the professional services of a consultant experienced in Professional
consulting/Expert witness report services. Contractor has the necessary experience in providing these
professional services, submitted a proposal to City, affirmed its willingness and ability to perform such
work, and has completed the Services as that term is hereafter defined.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retained Contractor to perform, and Contractor agreed 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
The term of this Agreement shall be effective from April 30, 2025, through October 31, 2025.
3. COMPENSATION
The total fee payable for the Services shall not exceed seven thousand dollars ($7,000). No other
compensation for the Services will be allowed except for items covered by subsequent amendments to
this Agreement. Payment terms are net thirty (30) unless provided otherwise in Exhibit “A.” 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. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
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It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve the contractor of
any other requirements as may be specified in the contract documents.
5. STATUS OF CONTRACTOR
Contractor performed the Services as an independent contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor was and will be under the control of City
only as to the results to be accomplished.
6. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed 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 willful misconduct or negligent act or omission 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.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
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.
7. 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
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insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements
to City prior to City’s execution of this Agreement.
8. 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 Si Phan Name Derek Downey
Title Associate Engineer Title President
Department Fleet & Facilities Address 203 Loma Corta Dr.
City of Carlsbad Solana Beach, CA 92075
Address 1635 Faraday Ave. Phone No. 760-801-6566
Carlsbad, CA 92008 Email derek@legalpools.com
Phone No. 442-339-5219
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.
9. 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 as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
10. 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.
11. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
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Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
12. 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.
13. 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.
14. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to,
or application of, choice of law rules or principles. 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.
15. 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.
16. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
17. 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.
18. 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. This Agreement may
be executed in counterparts.
19. 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.
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CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California LEGALPOOLS.COM, a California corporation
By: By:
(sign here) Paz Gomez, Deputy City Manager, Public Works,
as authorized by the City Manager
Derek Downey, President
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Patricia A Downey, Secretary
Deputy/Assistant 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, 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:
CINDIE K. McMAHON, City Attorney
By: _____________________________
Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
At the direction of the City Attorney of the City of Carlsbad, Contractor provided an analysis of the Alga
Norte Community Park Aquatic Center’s Competition Pool plaster.
No. Descriptions Unit
Price
Quantity Unit
Type
Cost
1 Initial communications and site walk with counsel
and open file - Review of file documents.
$1,000 1 LS $1,000
2 Prep for and attend site visit, gather findings,
meet with team/counsel/client.
$3,000 1 LS $3,000
3 Review of photos and notes from site inspection
and cross reference to file, develop opinions and
draft report.
$2,000 1 LS $2,000
4 Finalize report, review with counsel. Prep for and
attend meeting(s) as needed - inclusive & part of
this line item
$1,000 1 LS $1,000
TOTAL (Not-To-Exceed, including any and all
reimbursable or additional expenses)
$7,000
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