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HomeMy WebLinkAbout1996-11-12; City Council; Resolution 96-3771 2 3 4 5 6 7 8 9 10 11 ' 2 13 ' 4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 RESOLUTION NO. 96-377 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS WITH GALEN PETERSON, CONSULTING ENGINEER AND DICK JACOBS ASSOCIATES FOR PROFESSIONAL ENGl NEERl NG SERVICES. WHEREAS, the City Council of the City of Carlsbad, California has reviewd the nee utilization of consultant services on an ongoing, as needed basis in order to maintain servic and WHEREAS, the City Council has determined that Galen Peterson, Consulting Engir Dick Jacobs Associates have the needed professional engineering skills; and WHEREAS, the City Council has determined that the above-named consulting eng firms are uniquely qualified because of their experience with City policy and procedures; and WHEREAS, the City Council recognizes the need to maintain the continuity of progress by utilizing Galen Peterson Consulting Engineer and Dick Jacobs Associates. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of C ~a~ifornia, as fo~ows: 1. 2. That agreements with Galen Peterson, Consulting Engineer, and Dick Associates, copies of Mich are attached as Exhibits A and B, and made a part hereof, arc approved. That the above recitations are true and correct. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Coui on the 12thday of November , 1996 by the following vote, to wit: AYES: Council Members Lewis, Nygaard, Hall and Finnila NOES: None ABSENT: Council Member Kulchin ATTEST Aei$ifi2ii (SEAL) r Exhibit A v 0 ..I AGREEMENT FOR A PROFESSIONAL ENGINEERING CONTRACTOR TO PROVIDE SERVICES FOR PREPARATION OF VARIOUS ENGINEERING PROJECTS THiS AGREEMENT, made and entered into as of the day of IS,, by and between the CITY OF CARLSBAD, a municipal corporation, hereinaftei referred to as "City", and GALEN N. PETERSON, CONSULTING ENGINEER, hereinafter referred to as "Contractor." RECITALS City requires the services of a Professional Engineering Contractor to provide the necessary studies, reports, cost estimates and general engineering services for preparation of various engineering projects; and Contractor 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 Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS The Contractor shall provide qualified professional engineering services as requested by the City including, but not limited to, facility planning, project management, review and recommendation of cost reports and studies, plancheck services, assessment engineering and all equipment and standard reference materials necessary to perform. rev. 8/26/96 1 L v 0 - 2. CITY OBLIGATIONS The City shall: Q Provide Contractor with City standards, specifications, and direction fc Contractor to perform services as requested by the City. *:* Provide Contractor with documents or other materials related to the scope c work. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days after receipt c notification to proceed by the City and be completed within dates mutually agreed up01 between City and Contractor for individual projects. Extensions of time may bc granted if requested by the Contractor and agreed to in writing by the City Engineer. The City Engineer will give allowance for documented and substantiated unforeseeablc and unavoidable delays not caused by a lack of foresight on the part of the Contractor or delays caused by City inaction or other agencies' lack of timely action, 4. FEES TO BE PAID TO CONTRACTOR The contractor shall be compensated based on budgets established for eact project as approved by the City Engineer. The progress payments shall be based or the Contractor's fee schedule or percentage of project complete. If the City Enginee accepts the rates, the contract may be amended and extended by the City Manager. The total to be paid to Contractor under this contract shall not exceed $150,000 pe year. 2 I 0 I 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) yea1 periods or parts thereof, based upon a review of satisfactory performance and the City's needs. The parties shall prepare extensions in writing indicating effective datc and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor within 30 days of receipt of the invoice. 7. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Contractor or the City may request a changs 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 Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.1 72. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. rev. 8/26/96 3 c v 4 * 8. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor 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 contingeni fee. 9. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regardins nondiscrimination. IO. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, or perform the work as provided for in this contract, the City Manager may terminate this contract foi nonperformance by notifying the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon, has five (5) working days to deliver saic documents owned by the City and all work in progress to the City Engineer. The Citl Engineer shall make a determination of fact based upon the documents delivered tc City of the percentage of work which the Contractor has performed which is usable anc rev. 8/26/9€ 4 L( v 4 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. 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 Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event 01 termination, the Contractor 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 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 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 Contractor or the City Engineer. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be 01 benefit to both parties. The City Engineer or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the rev. 8/26/96 5 . v e - dispute shall be forwarded 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. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not ir anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et sea., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing 01 a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from the selection process. (Initial) rev. 8/26/96 / 6 v e - The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. ( Initial) fi 13. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor's own way as an independent Contractor and in pursuit of Contractor's independeni calling, and not as an employee of the City. Contractor shall be under control of thE City only as to the result to be accomplished, but shall consult with the City as providec for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent Contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state ta>c withholdings on behalf of the Contractor or hidher employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or hidher employees 01 subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under rev. 8/26/96 7 e 0 - this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor 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 LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications to conform to al applicable requirements of law: federal, state and local. Contractor 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. 15. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, 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, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for hidher records. 16. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. rev. 8/26/96 8 a 0 17. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part 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, except where caused by the active negligence, sole negligence, or willful misconduct of the City oi Carlsbad. Contractor shall at its own expense, upon written request by the City, defend an) such suit or action brought against the City, its officers, officials, employees anc volunteers. Contractors indemnification of City shall not be limited by any prior or subsequent declaration by the Contractor. 18. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 19. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly 01 indirectly employed by the subcontractor, as Contractor is for the acts and omissions oi persons directly employed by Contractor. Nothing contained in this contract shal rev. 8/26/96 9 e 0 create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor'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 tc negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally ir this contract or in any part thereof. No officer or employee of the City who is authorizec in such capacity and on behalf of the City to exercise any executive, supervisory, 01 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, either before, during or after the execution of this contract, shall affect or modif) any of the terms or obligations herein contained nor entitle the Contractor to an) additional payment whatsoever under the terms of this contract. 22. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," al terms, conditions, and provisions hereof shall inure to and shall bind each of the partie: rev. 8/26/9€ 10 e 0 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 written above. 24. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 25. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage tc property which may arise out of or in connection with performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized tc do business in the State of California. The insurance carrier is required to have E current Best's Key Rating of not less than "A-:V" and shall meet the City's policy foi insurance as stated in Resolution No. 91403. rev. 8/26/96 11 e 0 A. Coverages and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. 4. Professional Liability. Errors and omissions liability insurance will not be required because the nature of the work is such that no design decisions will be made by the Contractor. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. rev. 8/26/96 12 0 0 I. The City shall be named as an additional insured on all policiez excluding Workers' Compensation and Professional Liability. 2. The Contractor shall furnish certificates of insurance to the Citl before commencement of work. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreemen and any extension thereof and shall not be canceled without 30 days prior writter notice to the City sent by certified mail. 5. If the Contractor fails to maintain any of the insurance coverage: required herein, then the City will have the option to declare the Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existins policies in order that the required coverages may be maintained. The Contractor i: responsible for any payments made by the City to obtain or maintain such insurancf and the City may collect the same from the Contractor or deduct the amount paid fron any sums due the Contractor under this agreement. rev. 8/26/9( 13 0 0 26. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For City: Title City Ennineer Name Lloyd B. Hubbs Address City of Carlsbad 2075 Las Palmas Drive Carlsbad, CA 92009 For Contractor: Title Principal Name Galen N. Peterson Address 16064 Sun Summit Point San Dieqo. CA 92127-2050 ~%pd.&-V&y t/License Number: /&cE- /s3c4- ArchitectlLicense Number: 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. rev. 8/26/96 14 e a 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Executed by Contractor this 2 9 day of CONTRACTOR: CITY OF CARLSBAD, a municipal corporation of the State of California GALEN N. PETERSON, CONSULTING ENGINEER By: LL7m L-3 1197L. 4 P/?W, - City Manager or Mayor !PET&@ 5c.d ATTEST: (print namekitle) By: (sign here) ALETHA L. RAUTENKFWNZ (print namehitie) City Clerk (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign fo corporations. If only one officer signs, the corporation must attach a resolution certifiec by the secretary or assistant secretary under corporate seal empowering that officer tc bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney BY Deputy City Attorney rev. 8/26/96 15 0 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of San D i eqo beforeme, Raenette Abbey, Notary Public I Name and 'Tale of Officer (e g , =lane Doe, Notary Public") personally appeared 0 personally known to me - OR -,Bproved to me on the basis of satisfactory evidence to be the person(s) whose name@) is/aFe subscribed to the within instrument and acknowledged to me that he/&/tbey executed the same in his/her/tMr authorized capacity(k), and that by his/ker/tW signature@) on the instrument the person(s), or the entity upon behalf of which the person(+ acted, executed the instrument. Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Agreement for Professional Engineering Contractor to Prov Document Date: Services for Preparation of Various Engineering Projects Capacity(ies) Claimed by Signer@) 0 Individual 0 Individual 0 Corporate Officer 0 Partner - 0 Limited 0 General Partner - 0 Limited 0 General 0 Corporate Officer Title@): 0 Guardian or Conservator 0 Guardian or Conservator Signer Is Representing: Signer Is Representing: Galen Peterson, Consultin 0 1994 National Notary Association - 8236 Remmet Ave , PO Box 7184 * Canoga Park. CA 91309-7184 Prod No 5907 Reorder Call Toll-Free 1 0 0 Exhibit AGREEMENT FOR A PROFESSIONAL ENGINEERING CONTRACTOR TO PROVIDE SERVICES FOR PREPARATION OF VARIOUS ENGINEERING PROJECTS THIS AGREEMENT, made and entered into as of the day of 19-, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafte referred to as "City", and DICK JACOBS ASSOCIATES, hereinafter referred to a "Contractor." RECITALS City requires the services of a Professional Engineering Contractor to providt the necessary studies, reports, cost estimates and general engineering services fo preparation of various engineering projects; and Contractor possesses the necessaq skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutua covenants contained herein, City and Contractor agree as follows: 1. CONTRACTOR'S OBLIGATIONS The Contractor shall provide qualified professional engineering services a$ requested by the City including, but not limited to, facility planning, projec management, review and recommendation of cost reports and studies, planched services, assessment engineering and all equipment and standard reference material3 necessary to perform. rev. 8/26/96 1 0 0 2. CITY OBLIGATIONS The City shall: 9 Provide Contractor with City standards, specifications, and direction fa Contractor to perform services as requested by the City. + Provide Contractor with documents or other materials related to the scope c work. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days after receipt c notification to proceed by the City and be completed within dates mutually agreed up0 between City and Contractor for individual projects. Extensions of time may bc granted if requested by the Contractor and agreed to in writing by the City Engineer. The City Engineer will give allowance for documented and substantiated unforeseeablc and unavoidable delays not caused by a lack of foresight on the part of the Contractor or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The Contractor shall be compensated based on budgets established for eacl project as approved by the City Engineer. The progress payments shall be based 01 the Contractor's fee schedule or percentage of project complete. If the City Enginee accepts the rates, the contract may be amended and extended by the City Manager. The total to be paid to Contractor under this contract shall not exceed $150,000 pe year. 2 0 0 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City's needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor within 30 days of receipt of the invoice. 7. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Contractor 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 Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. rev. 8/26/96 3 0 8. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor 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 Contractor shall comply with the state and federal laws regarding nondiscrimination. 'lo. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, or perform the work as provided for in this contract, the City Manager may terminate this contract for nonperformance by notifying the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the City Engineer. The City Engineer shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Contractor has performed which is usable and rev. 8/26/96 4 0 0 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. 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 Contractor 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 Contractor 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 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 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 Contractor or the City Engineer. 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 Engineer or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the rev. 8/26/96 5 0 0 dispute shall be forwarded 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. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et sea., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from the selection process. [ (Initial) rev. 8/26/96 3 6 0 0 The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32027 and 3.32.028 pertaining to false claims are incorporated herein by reference. @2j (Initial) 13. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor's own way as an independent Contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor 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 persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent Contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or hidher employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or hidher employees or subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under rev. 8/26/96 7 0 0 this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor 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 LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications to conform to all applicable requirements of law: federal, state and local. Contractor 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. 15. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, 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, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for hidher records. 16. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. rev. 8/26/96 8 0 0 17. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part 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, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractors indemnification of City shall not be limited by any prior or subsequent declaration by the Contractor. 18. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 19. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this contract shall rev. 8/26/96 9 0 0 Y create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor'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, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 22. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties rev. 8/26/96 10 0 0 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 written above. 24. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 25. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V" and shall meet the City's policy for insurance as stated in Resolution No. 91403. rev. 8/26/96 11 0 0 * A. Coveraaes and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. 4. Professional Liability. Errors and omissions liability insurance will not be required because the nature of the work is such that no design decisions will be made by the Contractor. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. rev. 8/26/96 12 0 0 . 1. The City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. The Contractor shall furnish certificates of insurance to the City before commencement of work. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. 5. If the Contractor fails to maintain any of the insurance coverages required herein, then the City will have the option to declare the Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The Contractor is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the Contractor or deduct the amount paid from any sums due the Contractor under this agreement. rev. 8/26/96 13 B 0 0 Y 26. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For City: Title Citv Enaineer , Name Llovd B. Hubbs Address Citv of Carlsbad 2075 Las Palmas Drive Carlsbad. CA 92009 For Contractor: Title PrinciDal Name Richard K. Jacobs Address 4 736 Blackbird Circle Carlsbad, CA 92009 Arch itect/License N urn ber: ArchitedLicense Number: 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. rev. 8/26/96 14 3 e e U 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. k Executed by Contractor this s e day of OhbeY- , 19 y b. CONTRACTOR: ypzAEz&kT BY (sign here /’ (print namekitle) By: CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor ATTEST: . >/A&/ .f ffM1 < g.jflyCi/ k,. P. / / (sign here) (print namekitle) ALETHA L. RAUTENKRANZ City Clerk (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney BY Deputy City Attorney rev. 8/26/96 15 L P @ 8 CALIFORNIA ALL-PUR OSE ACKNOWLEDGMENT I State of California County of Sari Diego On October 28, 1996 before me,Raenette, Notary Public Date Name and Ttle of Officer (e.g.. "Jane Doe, Notary Public") personally appeared %.chard K. Jacobs 0 personally known to me - OR -E! proved to me on the basis of satisfactory evidence to be the person(sj whose name(6) is/= subscribed to the within instrument and acknowledged to me that he/&e/they executed the same in his/her/their authorized capacity(&), and that by hishr/tbek signatureo on the instrument the person(s), or the entity upon behalf of which the person(@ acted, executed the instrument. . Name@) of Signer(s) RAENEITE ABBEY Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Agreement for a Professional engineering Contractor to Document Date: 10/28/96 Number of Pages: 15 Signer(s) Other Than Named Above: Althea Ratenkranz, city Manager/Mayor Capacity(ies) Claimed by Signer(s) rovide Services for Preparation of Various Engineering Projects. Signer's Name: Richard K. Jacobs 0 Individual 0 Individual 0 Corporate Officer 0 Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General 0 Corporate Officer Title@): 0 Attorney-in-Fact 0 Guardian or Conservator 0 Guardian or Conservator 179 Other: Principal Signer Is Representing: Dick Jacobs Associates Signer Is Representing: Prod. No. 5907 Reorder: Call Toll-Free 1-80( 0 1994 National Notary Association * 8236 Remmet Ave., P.O. Box 71% * Canoga Pam. CA 91309-7184