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HomeMy WebLinkAbout1998-05-05; City Council; Resolution 98-131e 0 EXHIBIT 1 1 4 SERVICES AGREEMENT WITH GlLLlS &ASSOCIATES 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, 2 RESOLUTION NO. 98-131 CALIFORNIA, AUTHORIZING EXECUTION OF A CONSULTANT WHEREAS, the City is desirous of building a Public Works Administration a 5 /1 Operations Facility; and 6 ii WHEREAS, the City is in need of consultant services to develop a Public Works Facil 7 // and Concept Design Plan; and 8 /I WHEREAS, the City Council has determined it is in the City's best interest to proce 9 10 11 12 13 with a Facility and Concept Design Plan as proposed by Gillis & Associates; and NOW, THEREFORE, BE IT RESOLVED, BY THE City Council of the City of Carlsb as follows: 1. The above recitations are true and correct. 2. The Professional Services Agreement between the City of Carlsbad and Gillis 14 11 Associates attached hereto is hereby approved. 15 16 17 3. The City Manager is hereby authorized to execute said Agreement on behalf of 1 City. PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsbad at I l8 I regular meeting held on the 5 day of May , 1998, by the following vote, to wi 19 I 2o /1 AYES: Council Members Nygaard, Hall & Finnila 21 22 NOES: None ABSENT: Lewis ~r Kulchin 23 24 25 26 27 <?$vmw?d CL .DE A. LEWIS, Mayor RAMONA FINNILA, Mayor Pro Tern ATTEST: ?f7 &&m. )&"--~ ALETHA L. m$LKmNz, cicca A4 28 (SEA!.) ,. 0 0 .f AGREEMENT THIS AGREEMENT is made and entered into as of the G$A day of /? / AI4 ./i'i',.(t 7 , 1998, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Gillis & Associates Architects, hereinafter referred to as "Contractor." RECITALS City requires the services of an Architectural Design Contractor to provide the necessary services for preparation of a Public Works Facility and Concept Design Plan; and Contractor possesses the necessary skills and qualifications to provide the services required by 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 the services to complete a Public Works Facility Concept Design Plan as outlined in the attached Project Summary and as more fulfy described in the City of Carlsbad Facility and Design Plan Request for Proposal and Contractor's Proposal. 2. CiTY OBLIGATIONS City shall provide appropriate direction and serve as liaison to Contractor. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification to proceed by City and be completed within 180 days of that date. Extensions of time may be granted if requested by Contractor and agreed to in writing rev. 10/22/97 1 0 0 by the Public Works Director. The Public Works Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall not exceed $70,720. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." City reserves the right to withhold a ten percent (10%) retention until the project has been accepted by City. Incremental payments, if applicable, may be invoiced monthly. The closure date of each monthly invoice shall be the last day of the month. 5. DURATION OF CONTRACT This agreement shall extend for a period of six months from date thereof. The . contract may be extended by the City Manager for three additional two (2) month periods or parts thereof, based upon a review of satisfactory performance and 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 Contractor within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within fifteen days of completion and approval of the Public Works Facility Concept Plan, Contractor shall deliver to City all final documents, which shall be rev. IO122197 2 .. 0 a appropriately signed. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by Contractor or City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, Contractor or City may request a change in contract. Such changes shall be processed by City in the following manner: A letter outlining the required changes shall be forwarded to 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 City and approved by 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. 9. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for 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, 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. IO. NONDISCRIMINATION CLAUSE rev. 10/22/97 3 0 0 Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of 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 Contractor by certified mail of the termination of Contractor. Contractor, thereupon, has five (5) working days to deliver said documents owned by City and all work in progress to the Public Woiks Director. The Public Works Director shall make a determination of fact based upon the documents delivered to City of the percentage of work which Contractor has performed which is usable and of worth to 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 City, 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, Contractor shall be paid for work performed to the termination date; however, the totat 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. 12. DISPUTES If a dispute should arise regarding the performance of work under this rev. 10/22/97 4 0 e 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 Contractor or the City Public Works Director. 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 Public Works Director 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. 13. CLAIMS AND LAWSUITS Contractor agrees that any contract claim submitted to 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. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. 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 rev. 10/22/97 5 a 0 of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding wherein Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. Contractor acknowledges debarment by another jurisdiction is grounds for City to disqualify Contractor from the selection process. (@(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. nitial) 14. STATUS OF THE CONTRACTOR 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 City. Contractor shall be under control of City only as to the result to be accomplished, but shall consult with City as provided for in the request for proposal. The persons used by Contractor to provide services under this agreement shall not be considered employees of Ci for any purposes whatsoever. Contractor is an independent Contractor of City. The payment made to Contractor pursuant to the contract shall be the full and complete compensation to which Contractor is entitled. City shall not make any federal or state tax withholdings on behalf of Contractor or hidher employees or subcontractors. City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or hidher employees or subcontractors. Contractor agrees to indemnify rev. 10/22197 6 ,. m e City within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any employee or subcontractor of Contractor for work done under this agreement or such indemnification amount may be deducted by City from any balance owing to Contractor. 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. 15. CONFORMITY TO LEGAL REQUIREMENTS2 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. 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 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 City. Contractor shall have the right to make one (1) copy of the plans for hidher records. 17. REPRODUCTION RIGHTS r Contractor agrees that all copyrights which arise from creation of the work rev. 10/22/97 7 e 0 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 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 attorneys fees arising out of the performance of the work described herein caused 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. 19. ASSIGNMENT OF CONTRACT Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of City. 20. SUBCONTRACTING If Contractor shall subcontract any of the work to be performed under this contract by Contractor, Contractor shall be fully responsible to 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 Contraeor and City. 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 City. 21. PROHIBITED INTEREST rev. 10/22/97 8 0 No official of City who is authorized in such capacity on behalf of 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 City who is authorized in such capacity and on behalf of 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. 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of 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 Contractor to any additional payment whatsoever 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 each 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 City has determined, using the guidelines of the Political Reform Act and City's conflict of interest code, that Contractor will not be required to file a conflict of interest rev. 10/22/97 9 0 0 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. 26. INSURANCE 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 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 City's policy for insurance as stated in Resolution No. 91 403. 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 rev. 10/22/97 10 e m Contractor's work for 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 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. I. City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. Contractor shall furnish certificates of insurance to City before commencement of work. 3. 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 City sent by certified mail. 5. If Contractor fails to maintain any of the insurance coverages required herein, then City will have the option to declare Contractor in breach, or may rev. 10/22/97 11 a e purchase reptacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. Contractor is responsible for any payments made by City to obtain or maintain such insurance and City may collect the same from Contractor or deduct the amount paid from any sums due Contractor under this agreement. 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor in connection with the foregoing are as follows: For City: Title Public Works Director Name Lloyd Hubbs Address 2075 Las Palmas Drive Carisbad, CA 92009 For Contractor: Title Name Address ArchitecVLicense Number: ..#= c ?c3Sr ArchitecVLicense Number: 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carisbad Business License for the duration of the contract. 29. ENTIRE AGREEMENT This 'agreement, together with any other written document referred tG or contemplated herein, embody the entire agreement and understanding between the rev. 10/22/97 12 a I) 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 / 1 day of ,+I J- 4 , 1998. CONTRACTQB: CITY OF CARLSBAD, a municipal ~n~m~ac~~ corporation of the State of California Z6!izi$&-. L7eN G&>/ey (print name/title) c ~&p"P~$. ATTEST: By: (sign here) b R. AaikLLL- 9 ALETHA L. RAUTENKRANZ (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 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 rev. 10/22/97 13 # CALIFORNIA ALL-PURPO ACKNOWLEDGMENT No. 59 I State of EdltGfn b 2 I County of 0-4~ On <#I/ q/ before me, D,3. &?pjm< &r-A/y&Ai, DATE NAME. TITLE OF 6FFlCER - E.G.. -JANE WE. NOTAdPUBLIC' personally appeared Y 0 personally known to me - OR&ved to me on the basis of satisfactory evidence to be the personm whose name(@ is/- subscribed to the within instrument and ac- knowledged to me that he/- executed the same in his/h&-"f authorized capacity(&), and that by his/h"r signature(* on the instrument the persono, NAME(S) OF SIGNER(S) Notaryhrbtic - cob" 2 or the entity upon behalf of which the ORANGE COUMV person@ acted, executed .the instrument. SIGNA&~&?JF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF AITACHED DOCUMENT 0 INDIVIDUAL CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT rnTWS) 0 PARTNER(S) 0 LIMITED 0 AllORNEY-IN-FACT NUMBER OF PAGES 0 - TRUSTEE(S) GENERAL u GUARDIANKONSERVATOR 0 OTHER: I DATE OF DOCUMENT SIGNER 1s REPRESENTING: NAME OF PERSON(S) OR EMITY(IES) SIGNER(S) OTHER THAN NAMED ABOVE . """""""- ~-~~ -~ 01 993 NATIONAL NOTARY ASSOCIATION * 8236 Remmet Ave.. P.O. Box 71 64 Canoga Park. CA 91309-71 I a e ~) Public Works Facility and Concept Plan Project Summary The City‘s Request for Proposal identified the foilowing scope of work: Proaram Phase Working with City staff and a Strategic Planning contract consultant, Contractor will conduct a thorough and complete program analysis for the project, including but not limited to: interviews with key City and other identified personnel, data gathering, report and exhibit preparation and analysis of relevant information to arrive at a final space needs study and facility concept plan. It is difficult to estimate the number of meetings with the City’s Project Team; however, staff anticipates that no less than five meetings would be required and one publicly scheduled City Council Meeting. City staff will be highly involved with the selected consultant during the preparation of this project. Products from this concept design planning phase shall include a final plan identifying specific operations which should be located at the Carlsbad Public Works Operations Yard and Administrative Service Center, space needs for identified operations, an alternate site for the proposed facility (should analysis determine the need), exhibits, drawings and other visual components to fully explain the recommended Concept Plan. The Concept Plan will be the basis for preparation of the architectural drawings for project construction. The analysis and recommendations will include, but may not be limited to: =r Analysis of the current fleet maintenance yard including the potential for reconfiguration and relocation within the existing area. j Analysis of the existing vehicle fuel dispensing equipment to indude the potential for a covered awning structure over the fuel islands. 3 Analysis of the relocation or elimination of the existing vehicle wash racks. 3 A study of communication needs between the existing building on the Phase i Public Safety and Service Center site and proposed buildings on the site to include opportunities to direct link telephone, computer and emergency communications. 3 Analysis of the feasibility of locating the Center at the existing site or justification for selection of an alternate site =r Analysis of the City’s Public Works maintenance forces and sewice departments organizational structure needs combined at one location. 3 Analysis and proposed recommendations for a facility to accommodate the City’s current needs and adaptability for future needs as a maintenance service city. 3 Analysis of future parking needs. = Consideration of compatibility with existing facilities and a proposed Skateboard Park adjacent to the existing site. 2 Recommendation for the site layout of the Center. 0 0 Site lnvestiaation Phase Conduct a thorough and complete site investigation including in-field survey and/or aerial identification and preliminary utilities plan. Products from this phase shall include furnishing the City with one reproducible and four paper copies of the completed base map, geotechnical report and preliminary utilities plan. The 26 acre site is owned in fee by the City of Carbbad. It is conceivable that in the development of the Facility Planning and Concept design, additional land or another site would be in the best interest to meet the City's space needs, that recommendation shall be identified in the scope of the project. . topographic mapping, geotechnical investigation including subsurface rock formation The Contractor proposed the following approach to accomplish the scope of work identified by the Cdy: The following is a generalized understanding of how the requirements of the project will be met by the design team. The detailed approach to accomplishing the work of project is outlined in specific detail in chapters V and VI of Contractor's proposal. Task One Develop A Needs Assessment In developing the concept to satisfy the needs of the above uses the City and the design team will amve at an approved needs assessment document specifically outlining the users space needs and how those needs should be organized. * Step One in developing the need assessment for the above facilities will be to set up a methodology for gathering from the specific users their needs. Step Two will be to catalog those needs and to develop the equation for determining the specific space required to house each of those specific users and their needs. Step Three will be to gain consensus from the specific users so that final needs assessmenthahation can be approved by those project users. Step Fourwcauld be in the investigation of the site with respect to in-field survey, topographic mapping, geotechnical investigation and determination and preparation of a preliminary uUility plan. Step Five would be a study of the communication needs necessary between the existing and proposed buildings on the site to include all communications and data links deemed required as a part to the needs assessment evaluation process. Task Two Develop Building Envelopes Responsive to the Approved Needs Assessment In developing the concept to satisfy the above proposed site uses, the design team will take the approved numeric space needs evaluations and to translate those numbers into actual physical diagrams reflecting requirements for departmental size, adjacencies, etc., and to use those diagrams to develop building configurations. e e Step One in the development of those possible building outline diagrams will be to accomplish code evaluation specific to the building types and uses, thereby defining the allowable envelope configurations for the specific building uses, as dictated by the building code and planning constraints. Step Two will be to develop building envelope variations allowable within the code and then catalog of those envelopes as building blocks that can be used in determining the site development of property. Task Three Develop the Concept Site Design In developing the concept site design, the design team will take the above building envelope options and use them as elements for the design of the use of the actuat site, Step One for the development of the design of the actual site will be to develop, in the computer, on AutoCAD the optional building footprint configurations available as "Wblocks". Step Two will be to take those "Wblocks", and develop as many optional site layouts as possible in order to arrive at best site solution possible on the remaining original 26 acre municipal services complex site. This step must be a thorough evatuation of the options in order to assure that, should the desired uses not fit on the site, that every option has been exhaustively evaluated before additional property is considered. Task Four will be to prepare the final exhibits for presentation to the City Planning Commission -and City Council for approval. Step One in the development of the final exhibits will be to prepare those exhibits on AutoCAD, in color, and to mount those boards behind Plexiglas to protect the final exhibits. In-as-much as these are final exhibits developed using thousands of City dollars, it is lour belief that these should be framed as the really valuable items that they are. Step Two would be to translate these drawings and the needs assessment documents into a concise and interesting PowerPoint presentation that can reside on ZIP disks to allow as wide a dissemination of the information as desired. Step Three would be to provide the City with AutoCAD exhibits on a .dxf format for use by the architect selected to provide services for subsequent phases of work. Note: While the Contractor's approach does not specifically list the items i@xirt$ City, the finat work product shall address all of the information requested by City v Q" in the request for proposal.