HomeMy WebLinkAbout1994-01-11; City Council; Resolution 94-19t
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RESOLUTION NO. 9 4 - 19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR
JOHNSON & BODNAR TO ASSIST IN THE FORMATION OF
A FINANCING PROGRAM FOR RANCHO SANTA FE ROAD
TO EXECUTE AN AGREEMENT WITH KADIE-JENSEN,
WHEREAS, the Council has directed City staff to proceed with the
formation of a Community Facilities District (CFD No. 2) to finance the
improvement of Rancho Santa Fe Road and Olivenhain Road (Project); and
WHEREAS, the City requires the services of a consultant to assist
in the development of the special tax formula, the evaluation of potential
cash flows and perform other services as necessary to the formation of the
financing program for the Project; and
WHEREAS, funds in the amount of $300,000 have previously
been appropriated for this and other purposes; and
WHEREAS, the City has selected Kadie-Jensen, Johnson & Bodnar
as the consultant firm to perform the financial services related to the Project
due to their specific knowledge and experience with the City and their
previous work on this Project.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the requirement for solicitation of multiple proposals is
waived by the Purchasing Officer as provided in Section 3.28.150 of the
Carlsbad Municipal Code.
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3. That the fees and compensation for said services shall not exceed
$50,000 and shall be as described in the attached agreement (Exhibit A).
4. That the Mayor is hereby authorized to enter into the agreement
shown in Exhibit A with Kadie-Jensen, Johnson & Bodnar.
PASSED, APPROVED AND ADOPTED at a regular meeting of the
city Council on the 11 th day of JANUARY , 1994, by the following
vote, to wit:
AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Fi:
NOES: None
A
ABSENT: None
ATTEST:
d-lJ.zL d. u
ALETHA L. RAUTENKRANZ, City Clerk) (SEAL)
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0 Q E~HIBIT A
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT, made and entered into as of the 13th day of JANUARY I
1994 by and between the CIN OF CARLSBAD, a municipal corporation, hereinafter referred to
as "City," and Kadie-Jensen, Johnson & Bodnar, Municipal Financing Consultants, Inc.,
hereinafter referred to as "Consultant."
RECITALS
City requires the services of a municipal financing consultant to provide assistance in
developing the special tax formula, preparing cash flow analysis and providing other necessary
assistance in the formation of a Community Facilities District or other financing program for the
improvement of Rancho Santa Fe Road and Olivenhain Road and in.the issuance of any related
bonds or other indebtedness; and the Consultant possesses the necessary skills and
qualifications to provide the services required by the City.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Consultant agree as follows:
1. CONSULTANT'S OBLIGATIONS
Consultant will provide consulting services to the City to assist in the development of a
special tax formula and preparation of cash flow analyses as well as other tasks as identified by
the Finance Director necessary to the formation of a Community Facilities District or other
financing program for the improvement of Rancho Santa Fe Road and Olivenhain Road.
2. CITY OBLIGATIONS
The City shall provide the background information necessary to prepare any required
documents and be available for questions and consultations.
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3. PROGRESS AND COMPLETION
Due to the uncertainty of the timing of this project, the consultant will work at the direction
and within the time schedule established by the Finance Director.
4. FEES TO BE PAID TO CONSULTANT
The total shall not exceed the fee payable according to Paragraph 6, "Payment of Fees,"
up to a maximum of $50,000. No other compensation for services will be allowed except those
items covered by supplemental agreements per Paragraph 7, "Changes in Work."
5. DURATION OF CONTRACT
This agreement shall extend for a period of one (1) year from date thereof. The contract
may be extended for additional one (1) year periods or parts thereof, based upon satisfactory
performance and the City's needs.
6. PAYMENT OF FEES
Fees for services will be based on the following hourly rates plus reimbursement for out-
of-pocket expenses:
Consultant Barbara Hale-Carter $80 per hour
Consultant Carl Kadie $130 per hour
7. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Consultant or the City, and
informal consultations with the other party indicate that a change in the conditions of the contract
is warranted, the Consultant or the City may request a change in contract. Such changes shall
be processed by the City in the following manner: A letter outlining the required changes shall
be forwarded to the City by Consultant to inform them of the proposed changes along with a
statement of estimated changes in charges or time schedule. A supplemental agreement shall
be prepared by the City and approved by the City according to the procedures described in
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Carlsbad Municipal Code Section 3.28.172. Such supplemental agreement shall not render
ineffective or invalidate unaffected portions of the agreement.
8. COVENANTS AGAINST CONTINGENT FEES
The Consultant warrants that their firm 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 fee, gift, or any other
consideration contingent upon, or resulting from, the award or making of this agreement. For
breach or violation of this warranty, the City shall have the right to annul this agreement without
liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise
recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent
fee.
9. NONDISCRIMINATION CLAUSE
The Consultant shall comply with the state and federal laws regarding nondiscrimination.
10. TERMINATION OF CONTRACT
In the event of the Consultant’s failure to execute, deliver, or perform the work as provided
for in this contract, the City may terminate this contract for nonperformance by notifying the
Consultant by certified mail of the termination of the Consultant. The Consultant, thereupon, has
five (5) working days to deliver said documents owned by the City and all work in progress to
the Finance Director. The Finance Director shall make a determination of fact based upon the
documents delivered to City of the percentage of work which the Consultant has performed
which is usable and of worth to the City in having the contract completed. Based upon that
finding as reported to the City Manager, the Manager shall determine the final payment of the
contract.
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11. DISPUTES
If a dispute should arise regarding the performance of work under this agreement, the
following procedure shall be used to resolve any question of fact or interpretation not otherwise
settled by agreement between parties. Such questions, if they become identified as a part of
a dispute among persons operating under the provisions of this contract, shall be reduced to
writing by the principal of the Consultant or the City Attorney. A copy of such documented
dispute shall be forwarded to both parties involved along with recommended methods of
resolution which would be of benefit to both parties. The City Attorney or principal receiving the
letter shall reply to the letter along with a recommended method of resolution within ten (10)
days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining
the dispute shall be fotwarded to the City Council for their resolution through the Office of the
City Manager. The City Council may then opt to consider the directed solution to the problem.
In such cases, the action of the City Council shall be binding upon the parties involved; although
nothing in this procedure shall prohibit the parties seeking remedies available to them at law.
12. SUSPENSION OR TERMINATION OF SERVICES
This agreement may be terminated by either party upon tendering thirty (30) days written
notice to the other party. In the event of such suspension or 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. In the event of termination, the Consultant shall be paid
for work performed to the termination date; however, the total shall not exceed the lump sum fee
payable under paragraph 4. The City shall make the final determination as to the portions of
tasks completed and the compensation to be made.
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13. STATUS OF THE CONSULTANT
The Consultant shall perform the services provided for herein in Consultant’s own way
as an independent contractor and in pursuit of Consultant’s independent 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, but shall consult with the City as provided for in the request for proposal.
The Consultant is an independent contractor of the City. The payment made to the
Consultant pursuant to the contract shall be the full and complete compensation to which the
Consultant is entitled. The City shall not make any federal or state tax withholdings on behalf
of the Consultant. The City shall not be required to pay any workers’ compensation insurance
on behalf of the Consultant. The Consultant agrees to indemnify the City for any tax, retirement
contribution, social security, overtime payment, orworkers’ compensation payment which the City
may be required to make on behalf of the Consultant or any employee of the Consultant for work
done under this agreement.
The Consultant shall be aware of the requirements of the Immigration Reform and Control
Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors and consultants that are
included in this agreement.
14. CONFORMITY TO LE.GAL REQUIREMENTS
The Consultant shall cause all drawings and specifications to conform to all applicable
requirements of law: federal, state and local. Consultant shall provide all necessary supporting
documents, to be filed with any agencies whose approval is necessary.
The City will provide copies of the approved plans to any other agencies. 1
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15. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, programs, and specifications as herein
required are the property of the City, whether the work for which they are made be executed or
not. In the event this contract is terminated, all documents, plans, specifications, drawings,
reports, programs, and studies shall be delivered forthwith to the City. Consultant shall have the
right to make one (1) copy of the documents for his/her records.
16. REPRODUCTION RIGHTS
The Consultant agrees that all copyrights which arise from creation of the work pursuani
to this contract shall be vested in City and hereby agrees to relinquish all claims to suck
copyrights in favor of City.
17. HOLD HARMLESS AGREEMENT
The City, its 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 persona
injuries or death caused by, or resulting from, any intentional or negligent acts, errors o
omissions of Consultant or Consultant’s agents, employees, or representatives. Consultan
agrees to defend, indemnify, and save free and harmless the City and its officers and employee!
against any of the foregoing claims, liabilities, penalties or fines, including liabilities or claims b;
reason of alleged defects in any plans and specifications, and any cost, expense or attorney’:
fees which are incurred by the City on account of any of the foregoing.
18. ASSIGNMENT OF CONTRACT
The Consultant shall not assign this contract or any part thereof or any monies du
thereunder without the prior written consent of the City.
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4 9. SUBCONTRACTING
No work shall be subcontracted under this contract without the prior written consent of
the City with the exception of engineering work subcontracted to NBS Lowry at the consent of
the Finance Director. If the Consultant shall subcontract any of the work to be performed under
this contract 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. Nothing contained in this contract shall create any contractual relationship
between any subcontractor of Consultant and the City. The Consultant shall bind every
subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable
to Consultant’s work unless specifically noted to the contrary in the subcontract in question
.. approved in writing by the City.
20. 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 this
agreement, shall become directly or indirectly interested personally in this contract or in any part
thereof. No officer or employee of the City who is authorized in such capacity and on behalf of
the City to exercise any executive, supervisory, or similar functions in connection with the
performance of this contract shall become directly or indirectly interested personally in this
contract or any part thereof.
21. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the City,
oithor bofore, during or aftor the oxecution of this contract, shall affect or modify any of the terms
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or obligations herein contained nor entitle the Consultant to any additional payment whatsoever
under the terms of this contract.
22. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 17, "Hold Harmless Agreement," all terms,
conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and
each of their respective heirs, executors, administrators, successors, and assigns.
23. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first above written.
25. CONFLICT OF INTEREST
The consultant 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 disclosure categories
shall be categories 1) Investment and Real Property Disclosure, 3) Business Entity Income
Disclosure, and 4) Business Position Disclosure.
26. INSURANCE
The Consultant shall obtain and maintain policies of general liability insurance, automobile
liability insurance, and a combined policy of worker's compensation and employers liability
insurance from an insurance company authorized to do business in the State of California which
meets the requirements of City Council Resolution No. 91 -403 in an insurable amount of not less
than one million dollars ($1,000,000) each, unless a lower amount is approved by the City
Attorney or the City Manager. This insurance shall be in force during the life of this agreement
and shall not be canceled without thirty (30) days prior written notice to the City sent by certified
mail.
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The City shall be named as an additional insured on these policies. The Consultant shall
furnish certificates of insurance to t e City befor commencement of work. -
Executed by Consultant this \&day of &- , 191q-
CONSULTANT: CITY OF CARLSBAD, a municipal
corporation of the State of California KADIE-JENSEN, JOHNSON & BODNAR
BY CARL KADIE, Phkcle~V
Kadie-Jensen, Johnson & Bodnar Mayor
_"_ ..._. "7 AlTEST: u.... A?( W
By: \-
Kadie-Jensen, Johnson & Bodnar ALETHA L. RAUTENKRANZ
Cbx~ M KADIE, Secreta6
v. -
n*A . nl- A -
:ALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Sari Diqo 1
On 1/10/94 before me, Betty JEUI Van Pelt 8
DATE NAME, TITLE OF OFFICER - E.G.. -JANE DOE, NOTARY PUBLIC" 1 personally appeared (2x1 Kadie NAME(S) OF SIGNER(S) i personally known to me - OR - B proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) islare
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument. [:"I ;,, ".> .'
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f>::::p. OTFICL-.', :;::.-!L. WITNESS my hand and official seal.
.,::+&g3 Betlv Jea!l 'Jm Pclt -\ 3 1 ~~~~;.-'.~c.~Y.~.jt~~~~,~,"/ p,:zLlc ~,~,~I;~::,::~ F+.$&7 sxt w:;d cr:;I:!Tv
~d:vcyb.~ My carar.1 .5p?s:J:',. r. !OW '
r""" .... __". ".!/2- &if(, /-S,..r, I //SIGNATURE OF NOTARY '
- OPTIONAL SECTION a
CAPACITY CLAIMED BY SIG
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Though statute does not require the Not,
fill in the data below, doing so may I
invaluable to persons relying on the docur
INDIVIDUAL
er] CORPORATE OFFICER(S)
President
TITLE(S)
PARTNER(S) LIMITED 0 GENERAL 0 ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER:
SIGNER IS REPRESENTINC
Kadie-Jensen, Johns01 NAME OF PERSON(S) OR ENTITY(IESI
1 m i I
' OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR VPE OF DOCUMENT Agreement for Consulting Services
THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT
Though the data requested here is not required by law,
it could prevent fraudulent reattachment of this form. SIGNEWS) OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION - 8236 Remrnet Ave., P.O. Box 7184 - Canoga Park. Ci
a e
The City shall be named as an additional insured on these policies. The Consultant shall
furnish certificates of insurance to t e City befor commencement of work.
Executed by Consultant this \&day of &- ' , 19_96-
CONSULTANT: CITY OF CARLSBAD, a municipal
corporation of the State of California
KADIE-JENSEN, JOHNSON & BODNAR
B. @JA'd& ARL KADIE, P \. I * BY
Kadie-Jensen, Johnson & Bodnar Mayor
___... (* .-... __" Ay u -7 AlTEST: d w
By: CR~L W KADIE, Secretary v. - Kadie-Jensen, Johnson & Bodnar ALETHA L. RAUTENKRANZ
City Clerk
(Proper notarial acknowledgment of execution by CONSULTANT must be attached.)
APP OVED AS TO FORM: ll4"
RON BALL
City Attorney I//L/4y.
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