HomeMy WebLinkAbout1997-07-15; City Council; Resolution 97-533I
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RESOLUTION NO. 97-533
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT WITH
INSPECTION SERVICES.
RANCHO CALIFORNIA CONSULTANTS FOR AS-NEEDED
WHEREAS, the City Council of the City of Carlsbad, California, has determine
necessary, desirable, and in the public interest to enter into a contract for as-needed inspec
services; and
WHEREAS, Rancho California Consultants has qualified personnel with the neces
skills to provide the services required by the City; and
WHEREAS, funds for inspection services are available in capital project construc
accounts.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carls
California, as follows:
1. That the above recitations are true and correct.
2. That the agreement with Rancho California Consultants, a copy of whic
attached as Exhibit “I” and made a part hereof, is hereby approved.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Co
held on the 15th day of July , 1997 by the following vote, to wit:
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin, and Hall
NOES: None
ABSENT: None
I I ATTEST: I 1 A~T~SL~ENK?N* . ‘J .---“ (SEAL)
I, Exhibit 1
e
AGREEMENT FOR
INSPECTION SERVICES
THIS AGREEMENT is made and entered into as of the 28th day of
JULY , 1997, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as "City", and RANCHO CALIFORNIA
CONSULTANTS, hereinafter referred to as "Contractor."
RECITALS
City requires the services of an inspection Contractor to provide the necessary
inspection services on an as-needed basis; 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. CONTRACTOR'S OBLIGATIONS
Contractor shall provide inspection services for various City projects on an as-
needed basis and as directed by the City Engineer or designated representative as
outlined in Exhibit "A".
2. CITY OBLIGATIONS
The City shall:
A. Supply the Contractor with plans and specifications or other available
information within City records that may be necessary for Contractor to perform the
requested inspections.
B. Determine the scope of work to be performed for each inspection project.
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3. PROGRESS AND COMPLETION
The work under this contract will commence immediately after execution of the
contract.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall not exceed
$200,000. No other compensation for services will be allowed except those items
covered by supplemental agreements per Paragraph 8, "Changes in Work." The City
reserves the right to withhold a ten percent (10%) retention until the project has been
accepted by the City.
Incremental payments, if applicable, should be made as outlined in attached
Exhibit "A."
5. DURATION OF CONTRACT
This agreement shall extend for a period of one 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.
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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.
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.
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9. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarding
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 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
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.
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I I. 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
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
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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. d (Initial)
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)
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.
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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
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.
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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.
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.
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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
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.
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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
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 Contractor shall file a conflict of interest statement with the City Clerk in
accordance with the requirements of the City's conflict of interest code incorporating
Fair Political Practices Commission Regulation 18700 as it defines A consultant. The
disclosure category shall be Category 1 (Schedule A-1, Schedule A-2, Schedule B).
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
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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. 91-403.
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.
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4. Professional Liability. Errors and omissions liability appropriate to
the contractor’s profession with limits of not less than $1,000,000 per claim. Coverage
shall be maintained for a period of five years following the date of completion of the
work.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
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
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and the City may collect the same from the Contractor or deduct the amount paid from
any sums due the Contractor under this agreement.
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 Principal Construction Inspector
Name Richard Cook
Address 2075 Las Palmas Drive
Carlsbad. CA 92009
For Contractor: Title ~r ;ncinLO Jawher ~ ,_ . r_ - Name ‘3Ind.d ne&?
Address 40s3s &&&nib O& &it t)E?K
muvr;e+0Y 0% SZs-62
ArchitecULicense Number:
ArchitecULicense Number:
27. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
28. 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
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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 20 ~-6 day of au-rc ,I9 "1.
CONTRACTOR:
RANCHO CALIFORNIA
CONSULTANTS -
By: ~/b'ld/ w& (sign here)
i-)3flct[o4 de. / Pr;fic+4
(print namehitle) '
ATTEST:
By:
(sign here)
City Clerk
(print namekitle)
\
(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 .I
BY b&;g!,$QJL ,' , !(
Deputy City Avttorney
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CALIFORNIA
ALL-PURPOSE
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
COUNTY OF SA@ o/EG 0 )
On zuuEJq /477. before me, TMOlnd ,AMG/sas/&/
DATE NAME, TITLE OF OFFICER - E.G.. "JANE DOE, NOTARY PUBLIC"
personally appeared, DOAJ8LA LiJEEk3
personally known to me (or proved to me on the basis of satisfactory evidence) to be the perso
whose name(s) islare subscribed to the within instrument and acknowledged to me that he/s
they executed the same in his/her/their authorized capacity(ies), and that by his/her/tl
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) aci
executed the instrument.
WITNESS my hand and official seal.
/-I k &,& (SEAL) /li NOTARY PUBLIC SIGNATURE
c/ OPTIONAL INFORMATION :.:: ... :. .. ;. .... ~ . i ;i ,,.I..
... . .:i. .
TITLE OK TYPE OF DOCUMENT
DATE OF DOCUMENT NUMBER OF PAGES
SICNER(S) OTf1IK 'Pf-lAN NAMtSD ABOVE
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Exhibit A
Scope of Services and Fee Schedule
for
Rancho California Consultants
June 3, 1997
ScoDe of Services
Provide inspection services on an as-needed basis. Contractor will provide own
transportation and tools. Inspection services to be provided between 7:OO a.m. and 4:OO
p.m. Monday through Friday, except holidays.
Fee Schedule
CLASSIFICATION RATE
Principal Engineer $75.00 per hour
Engineer $68.00 per hour Project Manager $62.00 per hour Construction Manager $55.00 per hour
Senior Inspector $50.00 per hour
Inspector $45.00 per hour Word Processing $28.00 per hour