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HomeMy WebLinkAbout2001-12-11; City Council; Resolution 2001-3651 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 1 RESOLUTION NO. 2001-365 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A MASTER AGREEMENT WITH SPECIAL DISTRICT FINANCING AND ADMINISTRATION FOR PROFESSIONAL CONSULTING SERVICES WHEREAS, the City Council of the City of Carlsbad, California, has reviewed and determined the need for the utilization of special district consultant services on an ongoing, as- needed basis in order to maintain service levels; and WHEREAS, the City Council recognizes the need to maintain the continuity of work in progress by utilizing Special District Financing and Administration to provide professional services in the area of special district financing; and WHEREAS, Special District Financing and Administration has the necessary skills to fulfil1 the City’s need for special district consulting services; and WHEREAS, the Purchasing Officer has waived the requirement for multiple proposals due to Special District Financing and Administration unique qualifications to provide the professional services due to their previous experience with the City. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That an agreement with Special District Financing and Administration, a copy of which is attached as Exhibit A, and made a part hereof, is hereby approved. I 3. That the Mayor is hereby authorized to execute the Agreement with Special District 2 Financing and Administration. 3 PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council 4 held on the 11th day of DECEMBER , 2001 by the following vote, to 5 wit: 6 AYES: Council Members Lewis, Kulchin, innila, Nygaard, Hall 7 NOES: None 8 ABSENT: None 9 IO A. LEWIS, Mayor 11 ATTEST: 12 13 14 LORRAINE M. WOOD, City Clerk 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 EXHIBIT A MASTER AGREEMENT FOR CONSULTING SERVICES SPECIAL DISTRICT FINANCING AND ADMINISTRATION THIS AGREEMENT is made and entered into as of the /c( 74 day of DKEMBcsrZ , 2001, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and Special District Financing and Administration, a limited liability company, hereinafter referred to as “Contractor.” RECITALS City requires the services of a Contractor to provide the necessary consulting services for analysis and assistance on issues pertaining to the formation and administration of special financing districts on a non-exclusive, project by-project 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 The Contractors obligations with respect to any project granted to Contractor under this agreement shall be as specified in the Task Description for the project (see paragraph 4 below). While performing any services under this agreement, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor’s profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. -l- 2. CITY OBLIGATIONS The City’s obligations with respect to any project granted to Contractor under this agreement shall be as specified in the Task Description for the project (see paragraph 4 below). 3. PROGRESS AND COMPLETION The work for any project granted to Contractor under this contract will begin within ten (10) days after receipt of notification to proceed by the Finance Director or Assistant Finance Director and be completed within the time specified in the Task Description for the project (see paragraph 4 below). Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Finance Director or Assistant Finance Director. The Finance Director or Assistant Finance Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor or delays caused by City inaction or other agencies’ lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be determined on a project-by-project basis and shall be based on the Contractor’s Schedule of Rates attached hereto as Exhibit “1”. Prior to initiation of any project work by the Contractor, the City shall prepare a Project Task Description and Fee Allotment (the “Task Description”), which upon signature by the ‘Contractor, and for City, by the City Manager or an authorized designee, shall be considered a part of this Agreement. The Task Description shall include a detailed scope of services for the particular project being considered and a statement of the Contractor’s fee to complete the project in -2- 1 /09/o 1 accordance with the specified scope of services. The Task Description shall also include a description of the method of payment and shall be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. The cumulative total for all projects allowed pursuant to this Agreement shall not exceed fifty thousand dollars ($50,000) per fiscal year. 5. DURATION OF CONTRACT .. This Agreement shall extend from the date first written above to December 31, 2003. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not-to-exceed fifty thousand dollars ($50,000) per fiscal year, subject to the appropriation of funds by the City Council. Extensions shall be based upon a satisfactory review of Contractor’s performance, City needs and appropriation of funds by the City Council. The parties shall prepare a written amendment indicating 6. PAYMENT OF FEES Payment of approved the effective date and length of the extended Agreement. items on the invoice shall be mailed to the Contractor within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS The final submissions for each project performed by the Contractor shall be specified in the Task Description for the project (see paragraph 4 above). 8. CHANGES IN WORK If, in the course of a project or 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 a project or the contract is warranted, the Contractor or the City may request a change in the project or the contract. Such changes shall be -3- 1 /09/o 1 b 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. 9. 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. 10. ANTI-DISCRIMINATION AND ANTI-HARASSMENT CLAUSE The Contractor shall comply with all applicable state and federal laws and regulations prohibiting discrimination and harassment. 11. 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 -4- 1/09/01 Contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the Finance Director or Assistant Finance Director. The Finance Director 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 City 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. 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These -5- 1 /09/o 1 8 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 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.ZPKZL(?nitial) 13. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. 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. -6- 1/09/01 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 its employees or subcontractors. The City shall not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of the Contractor or its 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. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all work performed under this Agreement 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. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees and -7- 1 /09/o I subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to 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 The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract 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 -8- 1 /09/01 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. 21. 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. 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the 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 -9- 1 /09/o 1 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 The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best’s Key Rating of not less than “A-W” and shall meet the City’s policy for insurance as stated in Resolution No. 91-403. -lO- l/09/01 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. $1 ,OOO,OOO 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 ,OOO,OOO 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 ,OOO,OOO 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. -ll- 1/09/o 1 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 and the City may collect the same from the Contractor or deduct the amount paid from any sums due the Contractor under this agreement. -12- 1 /09/o 1 27. NOTICES 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 Finance Director Name Lisa Hildabrand Address 1635 Faraday Avenue Carlsbad, CA 92008 For Contractor: Title Managing Partner Name Barbara Hale-Carter Address 333 South Juniper, Suite 208 Escondido, CA 92025 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, along with the purchase order for this contract and its provisions, embody the entire agreement and understanding between the parties relating to the subject matter hereof. In case of conflict, the terms of the agreement supersede the purchase order. Neither this agreement nor any provision hereof may be amended, -13- 1 /09/o 1 I1 n 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 A- day of d ch/- -\Q~Y--, 2001. CONTRACTOR: z.ikpe5d-D2se (name of Contractor) * By: Ed&&zLk~~~------ By: ---$;~-e--m ------I%= b--- ---- ----i------- (print name/title) (Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, document must be signed by one from each column: Column A Column B Chairman, president or vice-president Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: h /l- uwm Deputy City Attorney -14 - l/09/01 Master Agreement For Consulting Services Between the City of Carlsbad and- Special District Financing And Administration Contractor’s Schedule of Rates Principal $120.00 Programmer $95.00 Associate $75.00 Data Entry/Secretarial $40.00 Note: Hourly Rates are subject to annual increases in the Consumer Price Index, District will be notified in writing, in advance of work to be performed, of any increase that will be in effect for the ensuing fiscal year. -15- Oh personally appeared Name(s) of Signer(s) ersonally known to me to me on the basis of satisfactory evidence to be the person whose name(+) is/we subscribed to the within instrumen acknowledged to me that he&&hey executed the same in his/b&heir authorized capacity(i&, and that by his/he&&r signature(s) on the instrument the person(S), or the entity upon behalf of which the person(S) acted, executed the instrument. OPTIONAL Though the information below is not required by law, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: e&lJ SO ($1 &G #qeEEruEd v- Document Date: j/-28’- 0 I Number of Pages: /c Capacity(ies) Claimed by Signer(s) Signer’s Name: _ G Individual 0 Corporate Officer Title(s): w artner - G Limited eeneral q Partner - 0 Limited n General Signer(s) Other Than Named b Attorney-in-Fact Cl Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Top of thumb here Signer’s Name: 0 Individual 0 Corporate Officer Title(s): 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: m Top 01 thumb here Q 1996 National Notary Association * 8236 Remmet Ave , P.O. Box 7104 * Canoga Park. CA 91309.7184 Prod. No. 5907 Reorder: Call Toll-Free l-800-876-6827 State of #A F/be-g, 6 On rl-2x- 01 /’ beforemex. & 6&dti& . jdb+kW-q 3 fbj Date ih4A.96 Name and Tide of ORc&(&g., “Jane Doe. Notal)cdbls’) i& personally appeared dc 6 CACt-- I Name(s) of Signer(s) Cl personally known to me F oved to me on the basis of satisfactory evidence to be the person(5fl whose name($ is/-subscribed to the within instrument and acknowledged to me that+&she/tkey executed the same in l&s/her/their authorized capacity(ies), and that by&/her/t&air signature(t) on the instrument the person(g), or the entity upon behalf of which the person@) acted, executed the instrument. OPTIONAL Though the infonriation below is not required by law, if may prove valuable to persons re/ying on the document and could prevent fraudulent removal and reattachment of this four to another document. Description of Attached Document Title or Type of Document: &sdj+w fte?ver t%nt- Document Date: .~~-eau Number of Pages: / ST Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer’s Name: 0 Individual 0 Corporate Officer 6 Title(s): Partner - G Limited GGeneral ‘0 Attorney-in-Fact r 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Top of thumb here Signer’s Name: Cl Individual Cl Corporate Officer Title(s): q Partner - Cl Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator Cl Other: Top of thumb here Signer Is Representing: Q 1996 Nahonal Notary Assoclalion - 6236 Remmet Ave.. P.O. Box 7164 * Canoga Park, CA 91309-7164 Prod. No. 5907 Reorder: Call Toll-Free 1-600-876-6627