Loading...
HomeMy WebLinkAbout1998-08-04; City Council; Resolution 98-2801 0 0 1 RESOLUTION NO. 98-280 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF TWO CONSULTANT SERVICES AGREEMENTS WITH REGIONAL TRAINING CENTER .4 5 6 7 8 WHEREAS the City Council has determined it is in the City’s best interest to procc with a Public Works Organizational Design process; and WHEREAS, the City has selected the consultants Michelle Tamayo, Inc. and Robens, both contracted via the Regional Training Center, to complete this project; and WHEREAS, adequate funds are available in the Public Works Administration budge 9 10 11 12 13 conduct the proposed project. NOW, THEREFORE, BE IT RESOLVED, BY THE City Council of the City of Carlsl as follows: 1. The above recitations are true and correct. 2. The Professional Services Agreement between the City of Carlsbad and 14 15 16 17 Regional Training Center for the services of Michelle Tamayo, Inc. attached he1 is hereby approved. ~ 3. The Professional Services Agreement between the City of Carlsbad and Regional Training Center for the services of Bill Robens attached hereto is her l8 /I approved. 19 I 4. The City Manager is hereby authorized to execute said Agreements on behalf of 20 City. 21 \\\ 22 \\\ \\\ 27 \\\ 26 \\\ 25 \\\ 24 \\\ 23 28 1 0 e PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsbad at 2 I/ regular meeting held on the 4th day of August , 1998, by the following vote, to wit 3 11 4 11 AYES: Council Members Lewis, Finnila, Nygaard, Kulchin and Hall 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 1 NOES: ABSENT: None None ATTEST: (SEAL) 25 11 26 27 28 0 0 AGREEMENT THIS AGREEMENT is made and entered into as of the 4th day of August , 1998, by and between the ClTY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and The Regional Training Center for the services of Michelle Tarnayo, Inc., hereinafter referred to as "Contractor." RECITALS City requires the services of an organizational Design contractor to provide the necessary consultant services for preparation of a Public Works Organizational Design Process; 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 Organizational Design Plan as outlined in the attached Project Summary. 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 (I 0) 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 by the Public Works Director. The Public Works Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a rev. 7/1/98 -1 - 0 0 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 be $1,200 per day, not to exceed $41,000 for the assessment phase. 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 (1 0%) 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 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 Organizational Design Process Contractor shall deliver to City all final documents, which shall be appropriately signed. -2 - rev. 7/1/98 e 0 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. NONDISCRlMlNATlON CLAUSE Contractor shall comply with the state and federal laws regarding nondiscrimination. rev. 711 I98 -3 - 0 0 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 Works 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 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. 12. 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 rev. 711 /98 -4- 0 0 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 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. 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 the City of Carlsbad to disqualify Contractor from the selection proc a (Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.02J and 3.32.028 pertaining to false claims are incorporated herein by reference. tial) 13. 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 shalt 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 City 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 rev. 711 I98 -5 - L 0 e which Contractor is entitled. City shall not make any federal or state tax withholdings on behalf of Contractor or its employees or subcontractors. City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or' subcontractors. Contractor agrees to indemnify 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. 14. CONFORMITY TO LEGAL REQUIREMENTS 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. 15. 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, rev. 711 I98 -6 - e e 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 its records. 16. REPRODUCTION RIGHTS 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 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. 18. 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. 19. 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 Contractor and City. Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms rev. 711 I98 -7 - e e of this contract applicable to Contractor's work unless specifically noted to the contrary in the subcontract in question approved in writing by City. 20. PROHIBITED INTEREST 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. 21. 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. 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. rev. 711 198 -8 - 0 0 24. 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 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 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. Coveraqes 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. $500,000 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 rev. 7/1 I98 -9 - 0 0 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 to be carried by Contractor and/or Subcontactor. 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 to be carried by Contractor and/or Subcontactor. 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. 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 purchase replacement insurance or pay the premiums that are due on existing policies rev. 7/1/98 -10 - 0 0 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. 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 Public Works Director Name Lloyd Hubbs Address 2075 Las Palmas Drive Carlsbad, CA 92009 For Contractor: Title D~CLW~C Dre&r Name Smm G.?GBzuzza+ Address En 'do Dul*E hfd 1195- E/ &im /@&j 28. ENTIRE AGREEMENT * D(@JD m @I34 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. \\\ rev. 711 198 -11 - 0 0 Executed by Contractor this zlH day of Jdf , I9 98. CONTRACTOR: JLZLW~ G. kadt S. €. Fiu~&i/; Be. .bj< (print narneftitle) ATTEST: By: (sian here) A, ' /I ,IT) *c rt ..a (print narneltitie) LUajbJ - ALETHA L. &bTEg!eI 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 -12 - rev. 7f 1 I98 CALIFORNIA ALL-PURPO a ACKNOWLEDGMENT -0 No. 5 i I State of &LLifm& Countyof $bx\.D~b On &.d% di, 14%? before me, 1\sow\ckf &jett 1dohr-y PCJO~ ~ I person!lly appeared SU 2dm C E. %tc-.Ld+ NAME@) OF SIGNER(S) 9 ~ 0 personally known to me - OR - m$roved to me on the basis of satisfactory evidence I subscribed to the within instrument and ac- knowledged to me that-fq@&by executed the same in -/tW authorized capacity*), and that by bmheir signatureH on the instrument the person($ or the entity upon behalf of which the personCS) acted, executed the instrument. 0 DATE ~hd, TITLEW OFFICER - E.G., "JANE DO~ARY PUBLIC" , to be the persono whose name@Q/w WITNESS my hand and official seal. 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 AllACHED DOCUMENT 0 INDIVIDUAL CORPORATE OFFICER lllmxd- &-&A &DmE%. - '% ( TITLE(S) c] PARTNER(S) 0 LIMITED m Si - 0 GENERAL w u ATTORNEY-IN-FACT 0 - TRUSTEE(S) NUMBER OF PAGES u GUARDIANKONSERVATOR OTHER: AI c).+$ 1978 OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SIGNER(S) OTHER THAN NAMED ABOVE - 01993 NATIONAL NOTARY ASSOCIATION a8236 Remmet Ave.. P.O. Box 7184 Canoga Park, CA 91309 0 0 RESOLUTION NO. 88-1 RESOLUTION APPOINTING EXECUTIVE DIRECTOR AND GRANTING AUTHORITY FOR ADMINISTRATION OF THE SOUTHERN CALIFORNIA INTERGOVERNMENTAL TRAINING AND DEVELOPMENT CENTER WHEREAS, the Southern California Intergovernmental Training and Development Center, otherwise known as the Regional Training Center was created by a joint exercise of powers agreement of the State of California, the County of San Diego, and the municipal governments within San Diego County, and WHEREAS, the joint exercise of powers agreement establishes the Board of Directors consisting of the State Training Officer, the Chief Administrative Officer of the County of San Diego, and the City Managers of the municipal governments within San Diego County, and WHEREAS, the By-laws adopted pursuant to that agreement provide for the appointment by the Board of Directors, of an Executive Director, responsible for the conduct and administration of the Regional Training Center, NOW THEREFORE BE IT RESOLVED that Suzanne E. Foucault is appointed Executive Director effective February 10, 1988, and BE IT FURTHER RESOLVED that the Executive Director is authorized to exercise such powers as are necessary to develop and implement employee training programs, to conduct seminars, training institutes, and other education courses, including the following: to make and enter into contracts; to hire and terminate employees and appoint agents; to employ professional and technical assistance for the performance of the agreement; to lease, manage, maintain, or operate any land, buildings, works, or improvements; to dispose by lease, lease purchase, or sale, any property and funds, services and other forms of financial assistance from persons, firms, corporations, and any governmental entity; to enter into any and all agreements necessary to comply with the procedural requirements of any applicable laws; to incur debts, liabilities, or obligations required by the exercise of these powers which do not constitute a debt, liability, or obligation of any party to the joint exercise of powers; to receive and receipt all monies of thc Center and authorize their deposit with the Treasurer of the County of San Diego; to authorize the Auditor and Controller of the County of San Diego to pay claims and demands fol expenditures and liabilities within the amount of the appropriations allowed by the budget as adopted or thereaftel revised by the Board of Directors. 0 0. RESOLUTION NO. 88-1 page 2 of 2 PASSED AND ADOPTED by the Board of Directors of the Southerr California Intergovernmental Training and Development Center, i joint powers agency of the State of California, the County of Sa1 Diego, and the municipal governments within the County of Sa: Diego, on this 3rd day of June 1988, by the following vote: AYES : 12 NOES : 0 ABSENT: 7 ON: June 3, 1988 WITNESSED BY: Director and Secretary to the Board of Directors 6/1/88 sef wp/exec3 'P3i)fect Summary 0 City of Carlsbad 0 PGblic Works Organization Design Process PHASE I ASSESSMENT Project Deliverable6 The foflowing deliverables will be provided as part of Phase I of the Carlsbad Public Works Organization Design Process. These deliverables include time for TAMAYO CONSULTING, 1NC. Only. Deliverables 1. Tour PW facilities 2. Attend Consultant Planning Meetings 3. Coordinate communications between consultants and FW 4. Plan and facilitate kick-off meeting with PW managers 5. Attend tailgate meetings with Lloyd 6. Design interview questions 7. Conduct 25-30 one-on-une interviews 8. Facilitate 10-12 focus group 9. Flowchart primary work processes 10. Compile and analyze interview and fonts group data 11. Write report summarizing data 12. Plan and facilitate Public Works Ail-Hands Meeting 13. Attend design task force meetings 14- Meet with Lloyd and Jim as necessary 15.Develop Implementation Action Plan Total number of estimated dtys: NTE 34 days Regional Training Center will provide daily rates. TAMAYO CONSULTINC, INC. 7/13/98 e 0 AGREEMENT THIS AGREEMENT is made and entered into as of the 4th day of August , 1998, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and The Regional Training Center for the services of Bill Robens, hereinafter referred to as "Contractor.'! RECITALS City requires the services of an Organizational Design contractor to provide the necessary consultant services for preparation of a Public Works Organizational Design Process; 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 support completion of a Public Works Organizational Design Plan and implementation strategy. 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 (1 0) 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 by the Public Works Director. The Public Works Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a rev. 711 198 -1 - 0 0 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 be $900 per day, not exceed $8,100 for the design phase and $27,000 for the implementation phase, plus expenses. Total cost for the entire project shall not exceed $39,000. 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 (1 0%) 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 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 Organizational Design Process Contractor shall deliver to City all final documents, which shall be appropriately signed. rev. 711 I98 -2 - 0 0 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 Contractor shall comply with the state and federal laws regarding .~ nondiscrimination. rev. 7/1/98 #. -3 - 0 0 I I. 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 Works 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 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. 12. 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 rev. 7/1/98 -4 - 0 0 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 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. 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 for the City of Carlsbad to disqualify Contractor from the selection proce (Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.0pZhnd 3.32.028 pertaining to false claims are incorporated herein by reference. a ni ai) 13. 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 City 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 rev. 711 198 -5 - 0 e which Contractor is entitled. City shall not make any federal or state tax withholdings on behalf of Contractor or its employees or subcontractors. City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify 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. 14. CONFORMITY TO LEGAL REQUIREMENTS 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. 15. 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, rev. 711 198 -6 - 0 0 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 its records. 16. REPRODUCTION RIGHTS 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 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. 18. 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. 19. 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 Contractor and City. Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms rev. 711 I98 -7 - e e of this contract applicable to Contractor's work unless specifically noted to the contrary in the subcontract in question approved in writing by City. 20. PROHIBITED INTEREST 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. 21. 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. 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. rev. 711 I98 -8 - 0 0 24. 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 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 . 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. $500,000 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 rev. 711 J98 -9 - 0 0 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 to be carried by Contractor andlor Subcontractor. 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 to be carried by Contractor and/or Subcontactor. 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. 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 purchase replacement insurance or pay the premiums that are due on existing policies rev. 711 I98 -10 - 0 e 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. 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 Public Works Director Name Lloyd Hubbs Address 2075 Las Palmas Drive Carlsbad, CA 92009 For Contractor: Title Gca+l/e Df ci&r Name SILzmne E.?Z&Q!Q/L& Address k3c 40 D&/eeCe &?& Mf5- 42 &,l?a @& 28. ENTIRE AGREEMENT s(%O Dre86 C4- 92/38 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. \\\ -11 - rev. 711 198 e e Executed by Contractor this 2[& day of dLdq./ ,1998. CONTRACTOR: s&mne €. fr-ozcG~~~~ . . . .. . . . . . .. .. . . . . . . . ATTEST: By: (sign here) \ a&J&k&- ALETHA L. RAUTENKRANZ (print nameltitle) 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 A &Ti City ABorney rev. 711 198 -12 - 0 0 RESOLUTION NO. 88-1 RESOLUTION APPOINTING EXECUTIVE DIRECTOR AND GRANTING AUTHORITY FOR ADMINISTRATION OF THE SOUTHERN CALIFORNIA INTERGOVERNMENTAL TRAINING AND DEVELOPMENT CENTER WHEREAS, the Southern California Intergovernmental Training and Development Center, otherwise known as the Regional Training Center was created by a joint exercise of powers agreement of the State of California, the County of San Diego, and the municipal governments within San Diego County, and WHEREAS, the joint exercise of powers agreement establishes the Board of Directors consisting of the State Training Officer, the Chief Administrative Officer of the County of San Diego, and the City Managers of the municipal governments within San Diego County, and WHEREAS, the By-laws adopted pursuant to that agreement provide for the appointment by the Board of Directors, of an Executive Director, responsible for the conduct and administration of the Regional Training Center, NOW THEREFORE BE IT RESOLVED that Suzanne E. Foucault is appointed Executive Director effective February 10, 1988, and BE IT FURTHER RESOLVED that the Executive Director is authorized to exercise such powers as are necessary to develop and implement employee training programs, to conduct seminars, training institutes, and other education courses, including the following: to make and enter into contracts; to hire and terminate employees and appoint agents; to employ professional and technical assistance for the performance of the agreement; to lease, manage, maintain, or operate any land, buildings, works, 01 improvements; to dispose by lease, lease purchase, or sale, any property and funds, services and other forms of financial assistance from persons, firms, corporations, and any governmental entity; to enter into any and all agreements necessary to comply with the procedural requirements of any applicable laws; to incur debts, liabilities, or obligations required by the exercise of these powers which do not constitute a debt, liability, or obligation of any party to the joint exercise of powers; to receive and receipt all monies .of the Center and authorize their deposit with the Treasurer of the County Of San Diego; to authorize the Auditor and Controller of the County of San Diego to pay claims and demands for expenditures and liabilities within the amount of the appropriations allowed by the budget as adopted or thereafter revised by the Board of Directors. e 0 0 RESOLUTION NO. 88-1 page 2 of 2 PASSED AND ADOPTED by the Board of Directors of the Southerr California Intergovernmental Training and DevelQpKtent Center, E joint powers agency of the State of California, the County of Sar Diego, and the municipal governments within the County of Sar Diego, on this 3rd day of June 1988, by the following vote: AYES : 12 NOES : 0 ABSENT: 7 ON: June 3, 1988 WITNESSED BY: Executive Director and Secretary to the Board of Directors 6/1/88 sef -/exec3 ' CALIFORNIA ALL-PURPOSt ACKNOWLEDGMENT 0 e No. 5I State of cahht 5b m;a County of r %nDks 0 personally appeared Suzanne E? Fouc&d 9 DATE 31 i (4 98" before me, &*W N E TITLE k?",&, O~FFJCER - E.G., Ibtam 'YANE DOE, NO AR PUBLIC" Rbh.9 NAME(S) OF SIGNER(S1 c7 personally known to me - OR - &roved to me on the basis of satisfactory evidence to be the person^ whose name@&re subscribed to the within instrument and ac- knowledged to me that h&@%eyexecuted WCY ROJEK the same in ~HTGTT authorized COMM. # 1039235 capacity-, and that by etketr- Iuottory Paic - Cdifomk SAN DIEGO COuNlY signatureM on the instrument the personM cmm. Wrss SEP 2 or the entity upon behalf of which the person(d acted, executed the instrument. WITNESS my hand and official seal. I a"q Ro* 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 ATTACHED DOCUMENT + INDIVIDUAL CORPORATE OFFICER TITLE(S) - - m u PARTNER(S) u LIMITED 0 GENERAL - u ATTORNEY-IN-FACT 0 - TRUSTEE(S) f4- NUMBER OF PAGES u GUARDIANEONSERVATOR 0 OTHER: L14s8 U SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTIN(IES) SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave., P.O. Box 7184 Canoga Park, CA 91309-