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HomeMy WebLinkAbout1996-12-17; City Council; Resolution 96-4421 2 3 4 5 6 7 8 9 'lo 11 12 13 1 4 'l5 16 1 7 1 8 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 96-442 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD CALIFORNIA APPROVING A CONSULTANT AGREEMENT AND APPROPRIATING FUNDS. WHEREAS, the City Council of the City of Carlsbad, California has previously ai a seven member citizens c:ommittee to study community issues; WHEREAS, a consultant agreement has been prepared with an experienced cor workshop, communications, and facilitation group to assist the City with the work o Citizens Committee; WHEREAS, by this action the City Council hereby finds it necessary, desirable, the public interest to proceed with said consultant agreement. NOW, THEREFORE, BE IT RESOLVED as follows: 1. That the above recitations are true and correct. 2. That a consultant agreement with Southwest Communication Resources Incorporated, attached hereto and incorporated herein, is hereby approved and the N. authorized to execute said agreement. Following the signature of said agreement by Mayor, the City Clerk is authorized to forward copies of said agreement to the aforementioned consultants at 501 5 Westminister Terrace, San Diego CA 921 16, a Community Development Department. 3. That the Finance Director is authorized to transfer $30,600 from the Generz Council Contingency account to the Community Development Department, Administr Division account for said services. Ill Ill Ill Ill lii Ill 1 2 3 4 5 6 7 8 9 lo 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED, AND ADOPTED at a regular meeting of the Carlsbad City held on the 17th day of December , 1996, by the following vote, to AYES: Council Members Lewis, Finnila, Nygaard, Kulchin and Hall NOES: None ABSENT; None ATTEST: Y \v- ALETHA L. RAUTENKRANZ, City Clerk I (SEAL) 2. (< 0 'e , *. . -8 AGREEMENT FOR COMMUNITY OUTREACH, COMMUNICATION, AND WORKSHOP FACILITATION PROGRAM THIS AGREEMENT, made and entered into as of the &day of 8 fie ma&& 199t by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to a "City", and SOUTHWEST COMMUNICATION RESOURCES, INCORPORATED, hereinafte referred to as "Contractor." RECITALS City requires the services of a community outreach, communication, and worksho facilitation program Contractor to provide necessary community services; and Contract0 possesses the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenant: contained herein, City and Contractor agree as follows: 1. CONTRACTOR'S OBLIGATIONS Contractor shall assist Citlyr wiih developing and implementing a community outreach communication, and workshop facilitation program for the Carlsbad community by: Identifying key issues and barriers to communication; Assisting in identi@ing opinion leaders reflective of all aspects of the diverse Carlsbad communities; Establishing relationships and solidi@ partnerships between and among key leaders throughout the Carlsbad communities; Facilitating open lines of communication among the Carlsbad communities and the City organization; a. b. c. d. 1 Rev. 8/26/96 I ** (0 (0 e. Recommending mechanisms and processes that will insure sustained channels of communication among the Carlsbad communities and the City organization. This program may include, but not'be limited to: f. Meetings with City officials; g. h. 1. Focus group sessions; j. k. Preparation for feedback sessions; 1. Feedback sessions; m. Design of interview and focus group protocols; Individual meetings with community leaders; Data analysis and report preparation; Large group sessions and design and delivery of final products. 2. CITY OBLIGATIONS The City shall designate and authorized representative(s) to work with Contractor during the course and scope of this work. The City shall provide meeting space and related requirement: for Contractor to conduct the work while in Carlsbad. The City shall provide copies of a1 existing and available materials, reports, data, exhibits, meeting minutes, and other infomation that may assist Contractor with this work. The City shall pay Contractor in accordance with the terms and conditions of this agreement. 3. PROGRESS AND COMPLETION ' The work under this contract will begin within ten (10) days after receipt of notification to proceed by the City and be completed within 180 days of that date. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the City Manager or his authorized representative . The City Manager or his authorized representative will give allowance 2 Rev. 8/26/96 (0 (e I.' . ,. for documented and substantiated unforeseeable and unavoidable delays not caused by a lack o foresight on the part of the Contractor, or delays caused by City inaction or other agencies' lac of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be $30,600 on an hourly, tim and materials basis, computed as: a. The rate of $1,200 per day, per consultant ($150 per hour, per consultant) totaling $27,600. The total number of days estimated for this work is 23 consultant days. The not-to-exceed sum of $3,000 for direct contract expenses. b. No other compensation for services will be allowed except those items covered b! supplemental agreements per Paragraph 8, "Changes in Work." The City reserves the right tc withhold a ten percent (10%) retention until the project has been accepted by the City. 5. DURATION OF CONTRACT 6 This agreement shall extend for a period of two (2) years from date thereof. The contraci may be extended by the City Manager for two (2) additional one (1) year periods or parts thereof based upon a review of satisfactory performance and the City's needs. The parties shall prepart 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. FINAL SUBMISSIONS Within ten (10) days of completion and approval of the final meeting associated with this 3 Rev. 8/26/96 \-. (a '. , .I work, the Contractor shall deliver to the City a final written summary report of the progran developed and implemented as well as the activities undertaken. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or the City, anr informal consultations with the other party indicate that a change in the conditions of the contrac is warranted, the Contractor or the City may request a change in contract. Such changes shall bc processed by the City in the following manner: A letter outlining the required changes shall bt forwarded to the City by Contractor to inform them of the proposed changes along with i statement of estimated changes in charges or time schedule. A Standard Amendment tc Agreement shall be prepared by the City and approved by the City according to the procedure described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shal not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company 01 person, other than a bona fide employee working for the Contractor, to solicit or secure thi: agreement, and that Contractor has not paid or agreed to pay any company or person, other thar a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any othe1 consideration contingent upon, or resulting from, the award or making of this agreement. FOI breach or violation of this warranty, the City shall have the right to annul this agreement withoul 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. 4 Rev. 8/26/96 'e 'a . .' , ., 10. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, or perform the work a provided for in this contract, the City Manager may terminate this contract for nonperformance b! 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 ii progress to the City Manager or his authorized representative. The City Manager or hi authorized representative shall make a determination of fact based upon the documents deliverec to City of the percentage of work which the Contractor has performed which is usable and o 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 writtet notice to the other party. In the event of such suspension or termination, upon request of thc City, the Contractor shall assemble the work product and put same in order for proper filing an( closing and deliver said product to City. In the event of termination, the Contractor shall be paic 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 thc portions of tasks completed and the compensation to be made. 12. 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 i 5 Rev. 8/26/9( (0 (, e . *- . ,, dispute among persons operating under the provisions of this contract, shall be reduced to writin by the principal of the Contractor or the City Manager or his authorized representative. A cop of such documented dispute shall be forwarded to both parties involved along with recommende methods of resolution which would be of benefit to both parties. The City Manager or h! authorized representative or principal receiving the letter shall reply to the letter along with recommended method of resolution within ten (10) days. If the resolution thus obtained i unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the Cit Council for their resolution through the Office of the City Manager. The City Council may the opt to consider the directed solution to the problem. In such cases, the action of the City Counci shall be binding upon the parties involved, although nothing in this procedure shall prohibit th parties seeking remedies available to them at law. 13. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted a! part of the contract process as set forth in this agreement and not in anticipation of litigation or ii conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to thc City, it may be considered fraud and the Contractor may be subject to criminal prosecution. Tht Contractor acknowledges that California Government Code sections 12650 et seq., the Falsc 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 falsc 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 6 Rev. 8/26/9t '. (0 . ** .. prevented to act as a Contractor on any public work or improvement for a period of up to fivl years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City o Carlsbad to disquali@ the Contractor from the selection proces (Initial) % The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 anc 3.32.028 pertaining to false claims are incorporated herein by referen ' . 14. STATUS OF THE CONTRACTOR (Initial) F The Contractor shall perform the services provided for herein in Contractor's own way a an independent Contractor and in pursuit of Contractor's independent calling, and not as ai employee of the City. Contractor shall be under control of the City only as to the result to bt accomplished, but shall consult with the City as provided for in the request for proposal. Tht persons used by the Contractor to provide services under this agreement shall not be considerec employees of the City for any purposes whatsoever. The Contractor is an independent Contractor of the City. The payment made to tht Contractor pursuant to the contract shall be the full and complete compensation to which th( Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf o the Contractor or hisher employees or subcontractors. The City shall not be required to pay an: workers' compensation insurance or unemployment contributions on behalf of the Contractor o hisher employees or subcontractors. The Contractor agrees to indemnifl the City within 30 day for any tax, retirement contribution, social security, overtime payment, unemployment payment o workers' compensation payment which the City may be required to make on behalf of thl Contractor or any employee or subcontractor of the Contractor for work done under thi agreement or such indemnification amount may be deducted by the City from any balance owin] to the Contractor. 7 Rev. 8/26/91 . ** '. '. . I.. The Contractor shall be aware of the requirements of the Immigration Reform and Contrc Act of 1986 and shall comply with those requirements, including, but not limited to, verifjring th eligibility for employment of all agents, employees, subcontractors and Consultants that ar included in this agreement. 15. CONFORMITY TO LEGAL REOUTREMENTS The Contractor shall cause all drawings and specifications to conform to all applicabh 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. 16. 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 even1 this contract is terminated, all documents, plans, specifications, drawings, reports, and studie5 shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy ol the plans for hidher records. 17. 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. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnifjl 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 8 Rev. 8/26/96 '0 '0 ,. . ., whole or in part by any willfil misconduct or negligent act or omission of the Contractor, an subcontractor, anyone directly or indirectly employed by any of them or anyone for whose ad any of them may be liable, except where caused by the active negligence, sole negligence, c willful misconduct of the City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such su or action brought against the City, its officers, officials, employees and volunteers. Contract01 indemnification of City shall not be limited by any prior or subsequent declaration by th Contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies duc thereunder without the prior written consent of the City. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract b! the Contractor, Contractor shall be hlly responsible to the City for the acts and omissions o Contractor's subcontractor and of the persons either directly or indirectly employed by thc subcontractor, as Contractor is for the acts and omissions of persons directly employed b Contractor. Nothing contained in this contract shall create any contractual relationship betweer 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'$ work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. 21. PROHIBITED INTEREST L No official of the City who is authorized in such capacity on behalf of the City tc 9 Rev. 8/26/96 io (0 .< e . '1 . negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approvin of this agreement, shall become directly or indirectly interested personally in this contract or i any part thereof. No officer or employee of the City who is authorized in such capacity and o behalf of the City to exercise any executive, supervisory, or similar fbnctions in connection wit the performance of this contract shall become directly or indirectly interested personally in thi contract or any part thereof 22. 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 term or obligations herein contained nor entitle the Contractor to any additional payment whatsoevei under the terms of this contract. 23. 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 hereto, and eack of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. 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. 10 Rev. 8/26/96 * 1. . '- (e '. 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and a amendments insurance against claims for injuries to persons or damage to property which ma arise out of or in connection with performance of the work hereunder by the Contractor, h agents, representatives, employees or subcontractors. Said insurance shall be obtained from a insurance carrier admitted and authorized to do business in the State of California. The insuranc carrier is required to have a current Best's Key Rating of not less than "A-:V" and shall meet th City's policy for insurance as stated in Resolution No. 9 1-403. A. Coverages and Limits. Contractor shall maintain the types of coverages and minimum limits indicatec 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 submittec policies contain aggregate limits, general aggregate limits shall apply separately to the work unde 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 fo Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injuq and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensatioi limits as required by the Labor Code of the State of California and Employer's Liability limits o $1,000,000 per accident for bodily injury. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreemenl 11 Rev. 8/26/96 (0 '0 - I. * ,. contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excludig Workers' Compensation. 2. The Contractor shall furnish certificates of insurance to the City befor commencement of work. 3. 4. The Contractor shall obtain occurrence coverage. This insurance shall be in force during the life of the agreement and an extension thereof and shall not be canceled without 30 days prior written notice to the City ser by certified mail. 5. If the Contractor fails to maintain any of the insurance coverages require herein, then the City will have the option to declare the Contractor in breach, or may purchas replacement insurance or pay the premiums that are due on existing policies in order that th required coverages may be maintained. The Contractor is responsible for any payments made b the City to obtain or maintain such insurance and the City may collect the same from th Contractor or deduct the amount paid from any sums due the Contractor under this agreement. 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notic on behalf of the City and on behalf of the Contractor in connection with the foregoing are a follows: For City: Title Communitv Development Director Name Martv Orenvak Address 2075 Las Palmas Drive Carlsbad, California 92009 12 Rev. 81261s &..te,,,+ it om -r-: cc-Jil L. &5'3 '. . 4. . -, For Contractor: Title '?re. 1 deiA+ ---.L- Name J eo\n cz+e s Gp.\j ea o-T Address 50 /A- iA/PL-frO I'~J !GI/ GdfdcL cl9 q?Jlv(G qt 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duratio of the contract. 29. ENTIRE AGREEMENT This agreement? together with any other written document referred to or contemplate herein, embody the entire agreement and understanding between the parties relating to the subjec matter hereof. Neither this agreement nor any provision hereof may be amended, modifiec waived or discharged except by an instrument in writing executed by the party against whic enforcement of such amendment, waiver or discharge is sought. ,.' / , 19'/ cr. Executed by Contractor this /* L day of t;C.LCtY\ '\ L .. Posy.".-..>.,.;< <= \,or. t?BJ'c{:4flL-JLLc CONTRACTOR: s-,'~-kbv-~ c.ss? Name of Contractor BJ(-&+~ p' J, !ydbI,- 4 sigT i fire 5, A ,I -7- Print Name/Title ,- - i >C.YI ettc 5 Gc,(e3L ATTEST: ALETHA L. MUTE"& City Cl&rk (Proper notarial acknowledgment i of execution by Contractor must be attached.) 13 Rev. 812619 - '. @ GI, ', (President or vice president AND secretary or assistant secretary must sign for corporations. only one offer signs, the corporation must attach a resolution certified by the secretary t assistant secretary under corporate seal empowering that officer to bind the corporation) APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: b 14 Rev. 8/26/96 PI . *r (* (e STATE OF CALIFORNIA COUNTY OF SAN DEGO On 12-2- 9 L before me, 4-% h, Cb- Notary Public, personally appeared I@~M e<= S. & ph,~;d q 1 a & I(qG, [ ] personal11 known to me - or M proved to me on the basis of satisfactory evidence to be the person(s) whost _name($3s(are subscribed to the within instrument and acknowledged to me that %&&dthe! executed the same in Wr/their authorized_capacity(ies], and that by &%/their signature6 on the instrument the person(s), or the entity upon behalf of which the person(s) acted, execute( the instrument. WITNESS my hand and official seal. I 15 Rev. 8/26/96