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HomeMy WebLinkAbout1982-05-04; City Council; Resolution 68631 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 6863 A RESOLUTION OF THE CITY COUNClL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS BETWEEN THE CITY OF CARLSBAD AND SHARON L. GORDON AND GRATTAN, GERSICK AND KARP FOR TECHNICAL ANALYSIS AND ASSISTANCE CONCERNING BUENA VISTA LAGOON WATERSHED ENHANCEMENT PROGRAM WHEREAS, the City of Carlsbad and the State Coastal Conservancy have agreed for the providing of the technical analysis and assistance for development and imp1 ementation of the Buena Vista Lagoon Watershed Enhance- ment Program; and WHEREAS, the State Coastal Conservancy has made contact with and provided names of the two sole-source consulting firms which have stated they can each accomplish their specified tasks for $7,500. NOW, THEREFORE, BE IT RESOLYED, by the City Council of the City of Carl sbad, as fol 1 ows : 1. That the above recitations are true and correct. 2. That the attached agreements will provide the required services in the appropriate manner from funding provided by the State Coastal Conservancy. 3. That the attached agreements are approved and the Mayor is authorized to sign on behalf of the City. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad held the 4th day of *Y , 1982, by the following vote, to wit: AYES: Council Mmbers Packard, Casler, hear, Lewis and KULchin NOES: None ABSENT: None /I/ /I/ /// 1 2 5 4 F t 7 E 5 1c 11 li 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6- RONALD C. PACKARD, Mayor ATTEST : cuGQL& R.6?* ALETHA L. RAUTENKRANZ, City Clerk e AGREEFIENT FOR PROVIDING TECHNICAL ANALYSIS AND ASS IS'TANCE FOR DEVELOPfIENT AND IMPLEMUjTAT ION OF THE BUENA VISTA UATERSHED ENHANCEMENT PROGRAM ._ THIS AGREEMENT, made and entered -into as of the day of- ¶ 1982, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and SHARON 1. GORDON, a legal consultant, hereinafter referred to as "Consul ta!it". .. NITNESSETH: WHEREAS the City has entered into a contract with the California Coastal Conservancy whereby City agrees to retain a technical consultant to provide necessary technical assistance for development and implefientation of the Buer:a Vista Lagoon Watershed Enhancement Program, a copy of said contract is attached hereto as Exhibit A, and WHEREAS, Consultant possesses the necessary ski1 1 s and qualifications to provide the services required by the Conswvancy pursuant to the agreerent between the Conservancy and City, NOW, THEREFORE, the parties hereunto agree as follows: The Consultant shall provide the City of Carlsbad and the Conservancy i.iith di-aft and final documents for implementation of a Watershed Management Progrza which may be used by the Conservancy and the Cities of Carlsbad, Oceanside, and Vista for the enhancement of the Buena Yista Lagoon. Th-is task will involve the foll owing subtas ks: 1. Consultant shall review existing Joint Powers Agreements and other legal instruments relating to resource management to which the. Cities of Carlsbad, Oceanside, and Vista are parties., 2. Consultant shall work with the City Attorneys of the respective cities scd Conservancy staff to develop recommendations for a 1 egal framework to irr:?l e- ment the Watershed Flanagement Program, as well as documents to accmplish the recommendations. 3. Consultant shall cooperate and consult with the Corrsul tant undertaking Task B of Contract No. 81-091 between the State Coastal Conservancy and the City, if different than self, including coordination of meetinss, phone calls, and exchange of written memoranda. Consultant shall participate in up to eight meetings with City Council representatives, City Engineering staff, members of the Buena Vista Lagoon Foundation, developers, and other interested parties, to refine the pro- posed legal framework. Consultant shall prepare documents and procedures necessary to implement a program to manage the watershed of Buena Vista Lagoon. Consultant shall propose financing plans for long term maintecance of erosion and sediment control structures. . 4. 5. 6. 7. Consultant shall participate in one public workshop to acquaint developers, City staff and other interested parties with the program develope4 under this contract. Consultant shall testify upon request at one public meeting in each of the Cities of Carlsbad, Oceanside, and Vista. Consultant shall provide copies of all memoranda and work prodrtcts to the City of Carlsbad and the Conservancy. 8. 9. Consultant shall ottain needed docuinents, legal instruments, and space for meetings from the Cities of Oceanside and Vista, as relating to these Cities. Consultant shall provide own cl erica1 and duplication services. At all times during %he performance of these subtasks, the Consultant shall cooperate and consult with the staff of the Cities of Carlsbad, Oceanside, and Vista, the staff of the Coastal Conservancy, the Consultant hired to perform Task E and any Consultant hired by the City of Carlsbad to prwide engineering analysis and specifications for the imp1 ementation of the Suena Vista Lagoon Watershed Enhancement Program. ARTICLE 11: - SCOPE OF CITY STAFF RESPONSIBILITIES The City will provide to the Consultant, upon request: 1 ' Directives, ordinances, and other legal instruments relating to resource management to which the City of Carlsbad is a party. 2. 3. Space for meetings, public hearings, and workshop in the City of Czrrlsbad. Announcements of requested meetings to the City of Carlsbad City Council representatives, City staff, and local news media , as appropriate. Cooperation and coordination with the Consultant in accordance with this agreement. 4. ARTICLE 111: PROGRESS AND COMPLETION The work under this agreement will begin upon written notification that the City and the Consultant have signed the agreement. agreed to in writing by the City and the State Coastal Conservancy. Extension of time yay be , granted, if requested with justifiable justification by the Consultant and ARTICLE I\': COST AND PAYMENT 1. Payment made by the City to the Consultant under the terms of this agrement shall be only Tor execution of those Tasks specified herein which shall be perfornied by the Consultant. . No payments shall be made by the City to the Consultant for any work per- formed under this agreement which has not been approved by the Executive Officer of the State Coastal Conservancy. 2. Such approval shall not be 2 unreasonably withheld and shall be based on the conformance of the work perforrned to the Task descriptions outlined above. tion to pay the Consultant until the City receives payment from the State Coa sta 1 Cons erva ncy . The City has no obliga- 3. Upon satisfactory completion of the Subtasks described above in the Scope of Consultant Services, the Conservancy will pay the City who, in turn, agrees to pay the Consultant the sums specified in this agree- ment but, not to exceed seven thousand, five hundred dollars ($7,500). Payinent shall be made in several lump sums upon the completion of specific work tasks and the approval of the Executive Officer of the Conservancy of that wot-k and submittal of an invoice to the C-ity which contains the narne and address of the City, the number of the State Coastal Conservancy agreement (81-091 ) , the signature of an official authorized by the City to sign such invoices, the date of submittal, the amount of the invoice, and an itemized description of all work for wh-ich payment is required. Payment for any work shall be made only far actual costs incurred in completing the given taskcs). .. Upon Completion of Subtasks 1, 2, 3 Upon Completion of Subtasks 4, 5, 6 Upon Completion of Subtasks 7, 8, 9 $2,500 $3,000 $2 5 000. ARTICLE V: WORK PRODUCTS AND REPORTS - The Consultant shall submit a draft report to the City on or before ALtgust 25, 1982, which shall contain the results and recomendations of Tasks and Subtasks, including memoranda, meeting notes, draft reports, and ordinances. report shall be submitted by the Consultant to the City on or before October 22, 1982, which shall include any comiients, corrections or revisions recommended by the City or the Executive Officer of the State Coastal Conservancy. The City agrees tq forward said reports to the Conservancy as required by Contract No. 81-091 between the City and the Conservancy. ARTICLE VI: HIRING AND ADMINISTRATION The Consultant shall be hired only after review and final approval by the shall review the qualifications of the potential Consultant being considered for selection to perform the work. The review and approval of the Executive Officer of the State Coastal Conservancy shall be required for this agreement. I Conservancy staff sliall have the right to review, critique, and coordinate the work of the Consultant retained by the City under this agreement. The City has agreed to cooperate with the Conservancy staff in the administration of this agreement. ARTICLE VI1 : The Constrl tant agrees, whenever fzasi bl e, to schedule meetings in coordi- nation with the Cities of Carlsbad, Oceanside, and Vista to improve the degree of cooperation between the Cities and the Constil tant, A final Executive Officer of the State Coastal Conservancy. The Conservancy stsff i i t I 1 SCHEDULING HEARINGS AND MEETINGS .. 3 ARTICLE VIII: COVENANT AGAINST CONTINGENT FEES The Consultant warrants that he/she has not employed or retained any company .or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fez, gift, or any other consideration con- tingent upon, or resulting from, the award or making this agreement. breach or violation of this warrantys the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or cqnsideration, or otherwise recovers the full amount of such fee, comni*ission, percentage, brokerage fee, gift or contingent fee. For ARTICLE IX: The term of this agreement is to November 18, 1982. party may terminate this agreement for cause, providing seven days written notice to the other party. In the event of such termination, the City and the State Coastal Conservancy shall take whatever ineasures are necessary to prevent further costs under this agreement. The State Coastal Conservancy shall pay to the City any amounts riecessary to cover the cost of the tasks completed at the time of termination, as payment for the Consultant. In the event of the Consultant's failure to prosecute, deliyer, or perform the work as provided for in this contract, the City may terminate this contract for nonperforniance by notifying the Consultant by certified mail of the termina- tion of the contract. The Consultant, there:rpoti, has five working days to deliver said documents owned by the City and all work in progress to the City. The City shall make a determination of fact based upon the documents delivered to the C-ity of the percentage of work which'the Consultant has performed which is usable and of worth to the City in having the contract completed. upon t!iat finding, as reported to the State Codstal Conservancy, which shall determine the final payment of the contract. ARTICLE X: D I S P UTES .TERM OF THIS AGREEMENT During this term, either Based If a dispute should arise regarding the performance of work under this agree- ment, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such ques- tions, if they become identified as a part of' a dispute among persons operating under the provisions of this agreement, shall be reduced to writing by the principal of the Consultant or the City. shall be forwarded to both parties involved along with recornmended methods of resolution which would be of benefit to both parties. receiving the letter shall reply to the letter along with a recommended method of resolution within ten days. to the aggrieved party, a letter outlining the dispute shall be forwarded to the Executive Off.icer, State Coastal Conservancy for resolution. The State Coastal Conservancy may then opt to consider the directed solution to the problem. In such cases, the action of the State Coastal Conservancy shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking reiiiedies available to them at law. A copy of such documented dispute The City or principal If the resolution thus obtained is unsatisfactory 4 ARTICLE XI: RESPONSIBILI-TY OF THE CONSULTANT The Consultant is hired. to render a professional service only and any payments made to Consultant are compensation solely for such services Consultant may render and recommendations Consultant may make in the course of this project. Consultant shall certify as to the correctness of all documents submitted. ARTICLE XII: SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering 30 days' written notice to the other party. termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. paid for work performed to the terniination date; however, the total shall not exceed the guaranteed total maximum. The State Coastal Conservancy shall make the final determination as to the portions of tasks completed and the compensation to be made. No compensation shall be paid to Consultant until the City receives payment from the Conservancy. In the event of such suspension or In the event of termination, the Consultant shall be ARTICLE XIII: STATUS OF ?HE CCNSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's indepen- dent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City, as necessary. ARTICLE XIV: ' CONFORMITY TO LEGAL ' REQUIREMENTS The Consultant shall cause al.1 docuinents to conforn to all applicable require- ments of law: Federal, State and local. Consultant shall provide the necessary copies of such documents, together with all necessary supporting documents, to be filed with any agencies whose approval is necessary, ARTICLE XV: - OWNERSHIP OF DOCUMEETS - All plans, studies, sketches, drawings, reports and specifications as here-in required are the joint property of the City and the State Coastal Conservancy whether the work for which they are made be executed or not. agreement is terminated, all documents and related papers shall be del -ivered forthwith to the City. In the event this ARTICLE XVI : 'HOLD HARMLESS 'AGREEMENT The City, its agents, officers and employees and the State Coastal Conservancy shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Consultant's agents, einployces or representatives. Consultant agrees to defend, indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is .incurred by the City or1 account of any of the foregoing 5 liabilities, including liabilities or claims by reason of alleged defects in any documents, unless the liability or claim is due, or arises out of, solely to the City's negligence. The City shall not be responsible for the quality of work performed by the Consultant. The State Coastal Conservancy has agreed to hold the City harm- less from any damages or liability to persons or property, including but not limited to disputes over payment to Consultant, resulting from the work per- formed by Consultant pursuant to this agreement. . ARTICLE XVII: -- ASS 1 GNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. ARTICLE XVII: SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this agreement by the Consultant, Consultant snall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. contained in this agreement shall create any contractual relationship between any subcontractor of Consultant and the City. subcontractor and every subcontractor of a subconsmetor by the terns of this agreement applicable to Consultant's work. Nothing The Cohsultant shall bind every .. . ... ARTICLE XIX: PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept; or approve, or take part in negotiating, making, accepting, or approving of any documents, or any subcontractor in connection with the project, shall become directly or indirectly interested personally in this agreement or in any part thereof. No officer, employee, or attorney, of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in connection with the performance of this agreement shall become directly or indirectly interested personally in this agreement or any part thereof. .. . .. ARTICLE XX: VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during, or after the execution of this agree- ment shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this agreement. ARTICLE XXI: SUCCESSORS OR ASSIGNS Subject to the provisions of Article XVT, Hold Harmless Agreement, all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors and assigns. 6 .. .. ARTICLE xx~ r : The Consultant shall file a conflict of interest statement with the City Clerk of the City of Carlsbad. and F of Section 302 of the Conflict of Interest Code.. ARTICLE XXIII: AVAILABILITY TO TESTIFY During the term of this agreement, and for a reasonable period of time there- after, the Consultant shall be available to testify, upon reasonable notice and not more than two times, before the Conservancy concerning the progress of its work under this agreement. ARTICLE XXIV: FAIR ENPLOYMU" PRACTICES CONFLICT OF .INTEREST The Consultant shall report under Categories B, D The attached "Fair Employment Practices Addendum" is an integral part of this agreement. ARTICLE XXV: COORDINATORS Scott McCreary is designated Project Coordinator for the State Coastal Con- servancy, and Lester G. Evans is the City's designated Project Coordinator for this agrezmcnt. ART1 CLE XXY I : This agreement shall be effective on and from the day and year first above written .. EFFECTIVE DATE: IN WITNESS WHEREOF, we h auds and seals. CITY OF .CARLSEAD ................ By. .~ha'ron L'. Gor*~ ......... .................... ......... ATTEST : APPROVAL OF CONSULTANT: ................. ......................... Executive Officer State Coastal Conservancy 7 FAIR EMPLOYMENT PRACTICES ADDENDUM / 1. In the performance of this contract, the Contractor will not discriminate against any employee o-applicant for employment because of race, color, religion, ancestry, sex*, age*, national origin, or physical har.c-:zp*. The Contractor will take affirmative action to ensure that applicants are employed, and that emploq-ees Ere treated during employment, without regard to their race, color, religion, ancestry, sex*, age*; national criGin, zr physiczl handicap*. Such action shall include, but not be limited to, the following: employment, upgrading, demotic3 or transfer; recruitment or recruitment Idvertising; layoff or termination; rates of pay or ot3er forms cf compen- sation; and selection for training, including apprenticeship. The Contractor shall post in copspicu0.s p aces, avaii- able to employees and applicants for employment, notices to be provided by the State setting forth the provisions of this Fair Employment Practices section. 2. The contractor will permit access to his/her records of employment, employment advertisemczts, applicz- fion foms, and other pertinent data and records by the State Fair Employment Practicer Comc>isj'sft, or any other agency of the State of Czlifornia designated by the awarding authority, for the purpose of invezigation to ascertain compliance with the Fair Employment Practices section of this contract. 3. Remedies for Willful Violation: .. The State may determine a willful violation of the Fair Employment Practices proviskrr to have occurred upon receipt of a final judgement having that effect from a court in an actio? to which Contractor was a party, or upon receipt of a written notice from the Fair Employme:: Practices Com.mission that it has investigated and determined that the Contractor has violated the F? * Emptoy- ment Practices Act and has issued an order, under Labor Code Section 1426, which has beE3me final, or obtained an injunction under Labor Code Section 1429. For willful violation of this Fair Employment Practices provision, the State shall hsve t".e right to terminate this contract either in whole or in part, and any loss or damage sustained by tie State in securing the goods or services hereunder shall be borne and paid for by the-Contractor and by his/her surety under the performance bond, if any, and the State may deduct from any moneys me or that thereafter may become due to the Contractor, the difference between the-price named in the contract and the actual cost thereof to the State. *See Labor Code Sections 1411 - 1432.5 for further details. 870. 3 (8/71) AGREEMEN R -OR PROVIDING TECHNICAL ANAI.VS@ AND ASSISTANCE FOR DEVELOFNENT AND IMPLEMENTATION OF THE BUENR VISTA WATERSHED ENIIANCEMEET PROGRAM THIS AGREEMENT, made and entered into as of the day of 3 1982, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" and GRATTRN, GERSICK, MRP, a consultant, hereinafter referred to as "Consul tant" . WITNESSETH: WtiEREAS the City has entered into a contract with the California Coastal Conservancy whereby City agrees to retain a technical consultant to provide necessary technical assistance for development and imp1 ementation of the Buena Vista Lagoor! Watershed Enhancement Programs a copy of said contract is attached hereto as Exhibit A, and prov-ide the services required by the Conservancy pursuant to the agreement between the Conservancy and C.ity, WHEREAS, Consultant possesses the necessary .ski1 1 s and qual if ications to NOW, THEREFORE, the parties hereunto agree as folfows: ARTICLE I: . SCOPE OF CONSULTANT SERVICES The Consultant shall provide the City of Carlsbad and the Conservancy with draft and final documents of Erosior! Control, Grading, and Riparian Protection fmplernentation mechanisms which may be used .by the Conservancy and the Cities of Oceanside, Carlsbad and Vista as the basis of an implementation program for the Buena Vista Lagoon I\Iatershe.d Enhancement program. This task will involve the fol1 owi ng subtasks : 1. Consultant shall review existing Erosion 'Control, Grading, and Riparian Protection ordinances now in effect in the Cities of Carlsbad, Oceanside, and Vista. Such review shall include, but not be limited to: a. b. d. e. f. 9. h. i. C. Timing of Allowable Grading Site Engineering Pl an Requirements Replanting Requirements Enforcement Procedures Reporting Prccedures Bonding and Liability Procedures Vegetation Removal Restrictions Replanting Requirements for Riparian Corridors Monitoring and Maintenance Requireinents 2. Consultant shall review Erosion Control, Grading, and Riparian Protection ordinances now in effect in other jurisdictions or proposed as model ordinances .. . 1 ,. .: . r 3, 4. 5. 6. 7. 8. Consultant shall meet with Conservancy staff, City Council representatives, City Engineering staff, City Attorney staff, the City's engineeri3g con- sul tants, and other interested parties to develop proposals for bproved ordinances. Consultant shall cooperate and consul t with the Consultant undertaking Task A of Contract No. 81-091 between the City and Consultant if differ- ent than self, including coordination of meetings, phone calls, and exchange of written memoranda. Consultant shall provide proposed draft ordinances to the Cities of Carlsbad, Oceanside, and Vista. Consultant shall participate in one pub7 ic workshop to acquaint Cgvelopers and citizens with the program developed under this contract. Consultant shall testify upon request at one public hearing in each of the Cities of Carlsbad, Oceanside and Vista. Consultant shall provide copies of all memoranda and work prodxts to the City of Carlsbad and the Conservancy. Consultant shall obtain needed documents, legal instruments and space for meetings from the Cities of Carlsbad, Oceanside and Vista, as relatiy to these cities. Consultant shall provide owrr clerical and duplication services. At a17 times during the performance of these Subtasks, the Consultant shall cooperate and consult with the staff of the Cities of Carlsbad, Oceanside, and Vista, the sttiff of the Coastal Conservancy, the Consultant hired to ;erfom Task B and any Consultant hired by the City pursuant to Coastal Conservancy Contract No. 83-092 ARTICLE-11: The City will provide to the Consultant, upon reasonable request: SCOPE OF CITY STAFF RESPONSIBILITIES 1. Directives, ordinances and other legal instruments relating to resource 2. management to which the City of Carlsbad is a party. Space for meetings, public hearings, and workshops in the City of Carlsbad. - 3. . 4. Announcements of rzqucsted meetings to the City of Carlsbad City Council representatives, City staff, and local news media, as appropriate. Cooperation and coordination with the Consultant in accordance with this agreement. 2 '0 ARTICLE 111: PROGRESS AND COXPLETIOM The work under this agreement will begin upon written notification that the City and the Constiltant have signed the agreement. granted, if requested with justifiable justification by the Consultant and agreed to in writing by the City and the State Coastal Conservancy. ARTICLE IV: Extension of time may be COST AND PAYMENT -- 1. 2. 3. Payment made by the City to the Consultant.under the terms of this agree- ment shall be c-tiy for execution of those Tasks specified herein which shall be performed by the Consultant. No payments shall be made by the City to the Consultant for any work per- formed under this agreement which has not been approved by the Executive Officer of the State Coastal Conservancy. The City has no obligation to pay the Consultant until the City receives payment from the State Coastal Conservancy pursuant to Contract No. 81-091 between City and the Conser- vancy. Upon satisfactory completion of the Subtasks described above in the Scope of Consultant Services, the Conservancy will pay the City who, in turn, agrees to pay the Consultant the sums specified fn this agreement but, not to exceed seven thousai:d, five hwdi-ed dol 1 ars ($7,500). Payment shall be made in several imp sums upon the completion of specific work tasks and the approval of the Executive Officer of the Conservancy of that work and submittal of an invoice to the City which contains the name and address of the City, the nurnbsr of the State Coastal Conservancy agreement (81-091), the signature of an official authorized by the City to sign such invoices, the date of suSmitta1, the.amount of the invoice, and an itemized descrip- tion of all work for which payment is required. Payment for any work shall be made only for actual costs incurred in completing the given task(s). Upon Completion of Subtasks 1, 2, 3 Upon Completion of Subtasks 6, 7, 8 $2 500 $3,000 Upon Completion of Subtasks 4, 5 $2,000 ARTICLE V: WORK PRODUCTS AND REPORTS The Consultant shall submit a draft report to the City on or before August 25, 1982 which shall contain the results and recommendations of Tasks and Subtasks, including memoranda, meeting notes, draft reports, and ordinances. report shall be submitted by the Consultant to the City on or before October 22, 1982, which shall include any coments, corrections or revisions recrjmmended by the City or the Executive Cfficer of the State Coastal Conservancy. The City agrees to forward said reports to the Conservancy as required by Contract No. 81-031 between the City and the Conservancy. A final ARTICLE VI: HIRING AND ADMINISTRATION The donsultant shall be hired only after review and final approval by the Executive Officer of the State Coastal Conservancy. The Conservancy staff shall review the qualificaticns of the potential Consultant being considered for selection to perform the work. The review and approval of the Executive 3 Officer of the State Coastal Conservancy shall be required for this ayeement. Conservancy staff shall have the right to review, crjtique, and ceordinate the work of the Consultant retained by the City under this agreexnt. The City has agreed to cooperate with the Conservancy staff in the adcinistration of this agreement. ARTICLE VII: SCHEDULING HEARINGS AND MEETINGS The Consultant agrees, whenever feasible, to schedule meetincs in coordina- tion with the Cities of Carlsbad, Oceanside, and Vista to im2rove the degree of cooperation bet\y?en the Cities and the Consultant. ARTICLE VIII: COVENANT AGAINST CONTINGENT FEES The Consultant warrants that he/she has not employed or retained my company or person, other than a bona f-ide employee working for the Ccnsultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fe?, comnission, percentage, brokerage fee, gift, or any other corxider3tim con- tingent upon, or resulting from, the award or making this agreement. For breach or violation of this warranty, the City shall have the rigkt tc annul this agreeinent without liability, or, in its discretion, to d2duct fmm the agreement price or consideration, or otherwise recover, the full ~aoc:nt of such fee, commisslon, percentage, brokerage fee, gift or contingefit fEe. ARTICLE IX: TEN4 OF THIS AGREEMENT The term of this agrement is to November 18, 1982. party may terminate this agreement for cause providing seven days xritten notice to the other party. In the event of such termination, the City arid the State Coastal Conservancy shall take whatever measures are necesszry to prevent further costs under this agreement. The Stale Coastzl Conservancy shall pay to the City any amounts necessary to cover the cost of the tasks completed at the time of terminatfon, as payment fr?r the Consgltant. In the event of the Consultant's failure to prosecute, del iver, or pwfom the work as provided for in this contra.ct, the City may terminate this contract for nonperformance by notifying the Consultant by certified mail of the termina- tion of the contract- The Consultant, thereupon, has five wcrking days to deliver said documents owned by the City and all work in proSress to the City. The City shall make a determination of fact based upon the documerits delivered to City of the percentage of work which the Consultant has performd h'nich 5s usable and of worth to the City in having the contract completed. Based upon that f-inding, as reported to the State Coastal Conservancy, Lr-hich shall deter- mine the final payment of the contract. During this term, either ARTICLE X: DISPUTES If a dispute should arise regardicg the performance of work .under this agree- ment, the following procedure shall be used to resolve any question cf fact or interpretation not otherwise settled by agreement between parties. Sxh ques- tions, if they become identified as a part of a dispute amng persons operating under the provisions of this agreement, shall be reduced to witing by the principal of the Consultant or the City. A copy of such docuxented dispute 4 shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten days. If the resolution thus obtained is unsatis- factory to the aggrieved party, a letter ovtlining the dispute shall be for- warded to the Executive Officer, State Coastal Conservancy for resolution. The State Coastal .Conservancy may then opt to consider the directed solution to the problem. shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. ARTICLE XI: RESPONSIBILITY OF THE CONSULTANT In such cases, the action of the Stale Coastal Conservancy The Consul tanl is. hired to render a professional service only and any payments made to Consultant are compensation solely for such services Consultant may render and recommendations Consultant may ma.ke in the course of this project. Consultant shall certify as to the correctness of all documents submitted. .. ARTICLE XTI: SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering 30 days' written notice to the other party. nation, upon request of the City, the Consultant sha31 assemble the work product and put same in order for proper filing and closing and deliver said product to City. for work gerf3rwxl to the termination date; however, the total shall not exceed the guaranteed total maximum. final determination as to the portions of tasks completed and the compensation to be made. yayinent from the Conservancy. . In the event of such suspcnsicn or termi- In the event of termination, the Consultant shall be paid The State Coastal Conservancy shall make the No compensation shall be paid to Consulta'nt until the City receives ARTICLE XIII: The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's indepen- dent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City, as necessary. STATUS OF THE CONSULTANT .. ARTICLE XIV: __I- CONFORMITY TO LEGAL'REOUIREMENTS The Consultant shall cause all documents to conform to a71 applicable require- ments of law: Consultant shall provide the necessary copies of such docurnents, together with all necessary supporting documents, to be filed with my agencies whose approval is necessary. Federal, State and local. ARTICLE XV: OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and specifications as herein required are the joint property of the City and the State Coastal Conservancy whether the work for which they are made be .executed or not. agreement is terminated, all documents, and related papers shall be delivered forthwith to the City. In the event this 5 ARTICLE XVI: HO L D HARM L E S S A G R E EM EN T - The City or the State Coastal Conservancy or their respective agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Con- sultant’s agents, empfoyees or representatives. .Consultant agrees to defend, indemnify and save’ free and harmless the City or the State Coastal Conservancy and their respective authorized agents, officers and employees against any foregoing liahil’tic-; or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any documents, unless the liability or claim is due, or arises out of, solely to the City‘s or the State Coastal Conservancy s n egl i gence. The C-ity shall not be responsible for the quality of work performed by the Consultant. The State Coastal Conservancy has agreed to hold the City harmless from any damages or liability to persons or property, including but not limited to disputes over payment to Consultant, resulting from the work performed by Consultant pursuant to this agreement. ARTICLE XVII: - ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or ‘any part thereof or any monies due thereunder without the prior written consent of the City. . ARTICLE XVIII: SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this agreement by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. contained in this agreement shall create any contractual relationship between any subcontractor of Consultant and the City. subcontractor and every subcontractor of a subcontractor by the terms of this agreement appl i cab1 e to Consul tant ‘s work. ARTICLE XIX: P ROH I BITE D I NT E RE ST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of any documents, or any subcontractor in connection with the project, shall become directly or indirectly interested personally in this agreement or in any part thereof. No officer, employee, or attorney, of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, superv sory, or other similar functions in connection with the Verformance of this agreement shall become directly or indirectly interested personally in this agreement or any part thereof. Nothing The Consultant shall bind every 6 . . . .... .. ARTICLE XX: VERBAL AGREEVENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during, or after the execution of this agree- ment shall affect or modify any of the terms or obligations herein con- tained nor such verbal agreement or conversation entit?e the Consultant to any additional payment whatsoever under the terms ofthis agreemznt, ARTICLE XXI: SUCCESSORS OR ASSIGNS Subject to the provisions of Article XVI, Hold Harmless Agreement, all terms, conditions, and provisions hereof shall inure to and shall hind each of the parties hereto, and each of their respective heirs, executors, administrators, successors and assigns. ARTICLE xxrr: CONFLICT OF'INTEREST The Consultant shall file a conflict of interest statement with the City Clerk of the City of Carlsbad. B, D and F of Section 302 of the Conflict of Interest Code. The Consultant shall report under Categories ARTICLE XXIII: 'AVAILABILITY TO'TESTIFY During the term of this agreement, and for a reasonable period of time there- after, the Consultant shal? be available to testify, upon reasonable notice and not more than two times, before the Conservancy concerning the progress of its work under this agreement. ARTICLE XXIV: FAIR EMPLOYMENT PRACTICES The attached "Fair Employment Practices Addendum" is an integral part of this agreement. - ARTICLE XXY: - COORDINATORS Scott McCreary is designated Project Coordinator for the State Coastal Conser- vancy, and Lester G. Evans is the City's designated Project Coordinator for this agreement. ARTICLE XXVI: . EFFECTIVE DATE This agreement shall be effective on and froni the day and year first above wr i.t t en. 7 IN NITNESS JdHEREOF, we have hereunto set our hands and seals . CITY OF CARLSBAD GRATTAN/GERSICK/KARP Tit1 e ATTEST: - APPROVAL OF CONSULTANT: Executive Officer State Coastal Conservancy 8 e FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this contract, the Contractor will not discriminate against any employee or applicant for employment because jf race, color, religion, ancestry, sex*, age*, national origin, or physical handicap*. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treatad during employment, without regard to their face: color, religion, ancestry, sex*, age*, national origin, or physical handicap*. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of.p?y or other forms of compen- sation; and selection for training, including apprenticeship. The Contractor shalt post in conspicuous places, avail- able to employees and applicants for employment, notices to be provided by the State setting forth the provisions of this Fsir Employment Practices section. 2. The Contractor will permit access to his/her records of employment, employment advertisements, applica- tion forms, and other pertinent data and records by the State Fail- Employment Practices Commission, or any other acency of the State of California designated by the awarding authority, for the purpose of investigation to ascertain compliance with the Fair Employment Practices section of this coniract. 3. Remedies for Willful Violation: The State may determine a willful vidation of the Fair Empioyment Practices provision to have occurred upon receipt of a final judgement having that effect from a court ir: an action to which Contractor was d party, cr upon receipt of a written notice from the Fair Employment Practices Commission that it has investigakd and determii;ed that the Contractor has violated the Fair Employ- ment Practices Act and has issued an order, under Labor Code Section 1426, which has become final, or obtained an injunction under Labor Code Section 1429. For willful violation of this Fair Employment Practices provision, the State shall have the right to terminate this contract either in whole or in part, and any loss or damage sustained by the State in securing the goods or services hereunder shall be borne and paid for by the-Contractor and by his/her surety under the performance bond, if any, and the State may deduct from any moneys due or that thereafter may become due to thc Contracior, the difference between the-price named in the contract and the actual cost thereof to the State. FSec Labor Code Sections 141 I - 1432.5 for further details. BTD. 3 (0177)