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HomeMy WebLinkAboutHarris and Associates Inc; 2013-03-20;AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR ASSESSMENT DISTRICT ADMINISTRATION, ENGINEERING AND ANNEXATION SERVICES HARRIS & ASSOCIATES 4 is entered into and effective as of the ,2.3t-£2 day of .....::...~"-"="--'-""""'" ........ ~~.,-----' 2017, extending the agreement dated March 20, 2013 (the "Agreement") by an e een the City of Carlsbad, a municipal corporation, ("City"), and Harris & Associates, a California corporation, ("Contractor") (collectively, the "Parties") for assessment district administration, engineering and annexation services. RECITALS A. On March 20, 2013, the Parties entered into the Agreement for assessment district administration, engineering and annexation services for a period of one (1) year with up to four (4) additional one (1) year periods. B. On January 31, 2014, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement for a period of one (1) year; and C. On January 21, 2015, the Parties executed Amendment No.2 to the Agreement to extend the Agreement for a period of one ( 1) year; and D. On January 27, 2016, the Parties executed Amendment No.3 to the Agreement to extend the Agreement for a period of one (1) year and replaced the scope of services for Annexation Services as described in Exhibit A to Annexation Services as described in Exhibit B and increased the fee per annexation from a $3,000 lump sum as shown in Exhibit A to $5,000 per annexation plus $5.00 per parcel for each parcel over 10 parcels as shown in Exhibit B; and E. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on fV\.A1L<M '<t , 2018 in an amount not-to- exceed thirty-seven thousand five hundred dollars ($37,500). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill /II City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR s~~z/t/ iZO Enflt,.S kl i 1)1 e I Vl.o ~ (print name/title) ATTEST: (sign here) (~/?11Z 7/k~v~ BARBARA ENGLESON £I '""' '- By: City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B 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. APPROVED AS TO FORM: City Attorney Approved Version 1/30/13 2 CERTIFICATE OF THE PRESIDENT OF HARRIS & ASSOCIATES, INC. Authorization to Enter into Contracts and Proposals Pursuant to the authority granted by Section 5.3 of the Bylaws of Harris & Associates, Inc., a California corporation ("Company"), and the delegation of authority by the Board of Directors of the Company, to the President, the undersigned, as President, hereby authorizes the individuals named below to have the authority to enter into contracts and proposals and incur obligations in the amounts set forth below for contracts with acceptable risk. Those contracts that have questionable risk must be elevated to the Executive Leadership Team ("ELT") for review and approval. These individual authorities shall remain in effect until the designated individual's employment or position is terminated, or the signing authority is revoked, changed or amended by a duly executed Cet1ificate of the President. Contracts and Proposals in Unlimited Amounts: Lisa V. Larrabee Gary S. Wohl Ehab S. Gerges Contracts and Proposals up to Five Million Dollars ($5,000,000) Christopher J. Dunne Allyson M. Gipson K. Dennis Klingelhofer Steven D. Winchester Gary H. Y agade Contracts and Proposals up to One Million Dollars ($1,000,000) Dennis A. Anderson Randall G. Berry Edward A. Kozlowski Matt C. Nethercutt Vernon A. Phillips Kt111 J. Weidmann Contracts and Proposals up to Two Hundred Fifty Thousand ($250,000) Scott D. Alman Miguel C. Renteria Jasmine C. Cuffee Rob F. Shackelford Patrick M. Dobbins Sean R. Dunbar Tapas Dutta Charles W. Wren Sam S. Yaghmaie Peter R. Booth Monet R. Crowley Yijay K. Desai Carole Sanders Diane Sandman Joe T. Webber Ben L. Wilson Alex J. Tzang Alex Yescas Contracts and Proposals up to Five Thousand Dollars ($5,000) Rani C. Benskin Laurie R. Dreyer J. Lyn Hogan D. Liane Lynch Christina Sanchez IN WITNESS WHEREOF~ u~dersigned has executed this Certifi ate of the resident as of this_}__ day of ~ . L AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR ASSESSMENT DISTRICT ADMINISTRATION, ENGINEERING AND ANNEXATION SERVICES HARRIS & ASSOCIATES This Amendment No. 3 is entered into and effective as of the ..:.2]---th. day of ______ ..:;::~:;.:..Pr.~"A.;.;:v...,M"""-1-+---' 2016, extending the agreement dated March 20, 2013 (the "Agreement") by and betw~en the City of Carlsbad, a municipal corporation, ("City"), and Harris & Associates, a California corporation, ("Contractor") (collectively, the "Parties") for assessment district administration, engineering and annexation services. RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. B. The Parties desire to replace the scope of services for Annexation Services as described in Exhibit A to Annexation Services as described in Exhibit B. C. The parties desire to increase the fee per annexation from a $3,000 lump sum as shown in Exhibit A to $5,000 per annexation plus $5.00 per parcel for each parcel over 10 parcels as shown in Exhibit B. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on ~¥ z__o , 2017 in an amount not-to- exceed thirty-seven thousand five hundred dollars ($37 ,500). The scope of services for Annexation Services as shown in Exhibit A shall be replaced with the scope of services for Annexation Services as shown in Exhibit B. The $3,000 fee for Annexation Services per annexation as shown in Exhibit A shall be updated to $5,000 per annexation plus $5.00 per parcel for each parcel over 1 0 parcels as shown in Exhibit B. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /II Ill Ill Ill Ill City Attorney Approved Version 1/30/13 --Harris & Associates Exhibit B ASSESSMENT ENGINEERING SERVICES FOR THE CARLSBAD LIGHTING AND LANDSCAPING DISTRICT NO. 2-ANNEXATIONS SCOPE OF SERVICES 1. Meet with City staff to discuss the scope of the work, the strategies for approaching the analysis and cost apportionment, the proposed improvements to be included and other information regarding the proposed Zone. This meeting will ensure that all parties understand all aspects of the work before any work begins. 2. Receive from City staff and the developer the locations of the landscaping and lighting improvements proposed to be installed and maintained, the different levels of maintenance, budget requirements, time frames, and other considerations. 3. Gather support data, cost estimates for the operation, maintenance and services to be included, the number and type of properties, and other pertinent information. 4. Develop the property owner database from the last equalized County Assessor's Roll. Identify all public property and ascertain whether any benefit from the improvements is received. This includes parks, fire stations and school sites. Identify all parcels within the area of special benefit. 5. Analyze the locations of the improvements proposed to be maintained to determine the specially benefiting parcels and the method of apportioning costs. 6. Determine any general benefits to the public at large and quantify the amount of general benefit. 7. Prepare a draft Engineer's Report based on the requirements of the Landscaping and Lighting Act of 1972 and Article XIIID of the California State Constitution (the Report will be prepared by a Registered Professional Engineer). Submit an electronic draft Report for review. Review with City staff and discuss comments. (Includes up to one meeting.) 8. Finalize the Engineer's Report based on comments received from City staff and an electronic copy of the Final Engineer's Report. 9. Prepare or assist with the review of resolutions for approval by the City Attorney's office. 10. Prepare a draft notice and ballot, incorporating the assessment amounts shown in the draft Engineer's Report. After finalization, the notice and ballot packages will be mailed in City provided window envelopes with City provided postage to all affected property owners. The ballots will be mailed out not less than 45 days prior to the public hearing. 11. Attend two (2) City Council meetings, the first approving the Engineer's Reports and adopting the Resolution of Intention for the Annexation and the second conducting the public hearing. Provide technical support and answer questions as necessary. If required, revisions will be made to the Engineer's Report after the public hearing, as directed by the City Council. (Revisions at that time are limited to reducing assessments, unless another balloting is requested.) 12. If ballot tabulation is to be performed by Harris, the tabulation must be conducted in a public place for inspection by the general public, such place to be identified by the City. Tabulate the assessment ballots, weighted by the proposed assessment amount, after the close of the public hearing. The results of the tabulation will be provided to the City Clerk. Page 1 AGREEMENT FOR ASSESSMENT DISTRICT ADMINISTRATION, ENGINEERING, AND ANNEXATION SERVICES HARRIS & ASSOCIATES THIS AGREEMENT is made and entered into as of the J^Q-^ day of fAaircJ\ , 20(3, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Harris & Associates, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of an Engineering Firm that is experienced in assessment district administration, engineering, and annexation services. B. Contractor has the necessary experience in providing professional services and advice related to assessment district administration, engineering, and annexation services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, 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. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof in an amount not to exceed the values listecd in Section 5 of the Agreement per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties wil prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement 6. COMPENSATION A. Engineering and Administration Services The total fee payable for the Services to be performed during the initial Agreement term, and any subsequent extensions, will be eighteen thousand dollars ($18,000), as further described in Exhibit A - Fee Schedule for Administration and Engineering Services, for the Street Lighting Improvement Zone, the Street Tree improvement Zone, the Median Landscaping Improvement Zone and the Buena Vista Channel Maintenance District. The total fee payable for the Services City Attorney Approved Version 1/30/13 to be performed during the initial Agreement term, and any subsequent extensions, will be five hundred dollars ($500) per zone for Street Lighting and Landscaping District No. 2. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". A more detailed breakout of the fees is defined in attached Exhibit "A", which is incorporated by this reference in accordance with the Agreement's terms and conditions. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". B. Annexation Services The total fee payable for the Services to be performed during the term of the Agreement will be three thousand dollars ($3,000) per annexation in Street Lighting and Landscaping District No. 2. Annexations will be done on an as-needed basis, with no more than six (6) annexations per year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement The City resen/es the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". A more detailed breakout of the fees is defined in attached Exhibit "A", which is incorporated by this reference in accordance with the Agreement's terms and conditions. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services 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 will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will 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 thirty (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 agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will 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 Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attomey Approved Version 1/30/13 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold hanniess the City 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 negligence, recklessness, or willful misconduct 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. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-aciministered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination ofthis Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement 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 services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will 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 cun-ent Best's Key Rating of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv 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 will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City Attorney Approved Version 1/30/13 I I If box is checked. Professional Liabiity City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions ofthis Agreement. 10.3 Providino Certificates of Insurance and Endorsements. Prior to City's execution ofthis Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, 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 polides in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and 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. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. City Attorney Approved Version 1/30/13 16. NOTICES 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 under this Agreement For City For Contractor Name Aaron Beanan Name Dennis A. Anderson Title Senior Accountant Title Senior Project Manager Department Finance Address 34 Executive Park, Suite 150 City of Carisbad Irvine, CA 92614-4705 Address 1635 Faraday Avenue Phone No. 800-827-4901 ext. 2334 Carisbad, CA 92008 Email danderson@harTis-assoc.com Phone No. 760-602-2414 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully infomried of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor wili be aware of the requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose s ervices are required by this Agreement 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulatbns prohibiting discrimination and harassment 19. DISPUTE RESOLUTION If a dispute should arise regarding the perfomiance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othen/vise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonA/arded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Attorney Approved Version 1/30/13 City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Sen/ices, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a detennination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor 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 will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement 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 seg.. the False Claims Act applies to this Agreement and, 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 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 as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for City Attorney Approved Version 1/30/13 a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City Attorney Approved Version 1/30/13 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (sign here) (print namgl/title) ' CITY OF CARLSBAD, a municipal corporation ofthe State of California CitV M^nggor or MQvef-ei»Division Directyix^*^'*'^'i,,^ as authorized by the City Manager c^'' <vV ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B 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. APPROVED AS TO FORM: CELIA A. BREWii^. City Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES Administration and Engineering Services 1. Coordinate with City departments, the County Assessor's office and County Auditor/Controller's office as necessary to obtain the necessary information to prepare the Engineer's Reports and calculate the assessment for the annual assessment levy. This includes Assessor's parcel maps. Assessor's data files, boundary maps, budget data, and other required information. 2. Maintain an assessment database for each assessment district from the previous year's assessment data, and update the databases based on changes to assessor's parcels. Programs will be updated / created as necessary to calculate the Benefit Units for each parcel based on the approved assessment formula. 3. Prepare the Engineer's Reports, to be signed by a Registered Professional Engineer, including review ofthe budget information, the general benefit contribution calculation, assessment methodology, improvements to be funded and levels of service, assessment diagram and general compliance with the authorizing codes. Assist with the preparation of Agenda Bills and Resolutions, and presentation of the Engineer's Report to the City Council and property owners, as required. The Preliminary Engineer's Report will be submitted by April 15^"^ with the Final Engineer's Report submitted by May 31^* of each fiscal year unless alternate dates are agreed upon by city staff. 4. Assist with and present material, as needed, at public meetings and workshops and public hearings to discuss the Districts' services, budgets, compliance with Proposition 218, and any concerns generated by property owners. 5. Assist the City with the preparation, printing and mailing of public hearing notices and explanatory information in conjunction with the adoption of the rate and charges as needed. 6. Prepare and submit all required forms and transmittals (including the enabling City resolutions) to the County Auditor-Controller for acceptance of the assessments for inclusion on the property tax bills. Research "over-ride" parcels and work with the County on resolving them. Provide to the City electronic and paper reports of the district databases, as required by the City. 7. Upon receipt of a parcel exemptions list from the County, revise parcel numbers and report the remaining levy amounts to the County Assessor's Office. Correct and resubmit installment amounts that are rejected by the County. 8. Prepare and track manual invoices ("hand bills") on behalf of the City for any amounts not collectible through the County tax rolls. 9. Prepare for the City the required correspondences including, but not limited to, compliance with Proposition 218, Authorized Signature to Request Changes to the City Attorney Approved Version 1/30/13 Tax Roll and Correction of Fixed Charges letter required by the County, and Declaration of Mailing of Public Notices. 10. Provide administration services throughout the year, inciuding appeals processing, assessment apportionments, and citizen inquiries. A toll-free telephone number will be provided for such inquiries. 11. Provide an annual report for each District to City staff listing the "noticed" levy amounts for each Assessor's parcel number and certain information requested by the City that may include acreage, land use codes, number of dwelling units, owner information, situs address, etc. 12. Provide advisory services to the City regarding long-term projections on the future costs and assessments for the individual Zones in the District, and including Proposition 218 compliance issues, public education and outreach concepts, general methodology options, and potential funding alternatives. Fee Schedule for Administration and Engineering Services Street Lighting and Landscaping District No. 1 Street Lighting Improvement Zone $6,000 lump sum per year Street Tree Improvement Zone $2,500 lump sum per year Median Landscaping Improvement Zone $6,000 lump sum per year Street Lighting and Landscaping District No. 2 12+ Improvement Zones $500 lump sum per Zone per year Buena Vista Channel Maintenance District Benefit Area No. 1 $3,000 lump sum per year Notes: 1. Attendance at meetings as described in the Scope of Work and indirect expenses (such as mileage, duplicating and postage) are included in the lump sum fees. 2. The fees shown above assume the Districts and Improvement Zones have concurrent proceedings. 3. Any methodology modifications or noticing and balloting costs associated with Proposition 218 compliance issues are specifically excluded from the fees shown above. Invoices will be submitted monthly for services performed in the previous month, not to exceed the cumulative percentages shown on the page below. Undisputed invoices will be paid within 30 days of receipt. City Attomey Approved Version 1/30/13 10 Preliminary Engineer's Report 30 % Final Engineer's Report 50 % Council Meeting adopting Resolution of Intention 55 % Public Hearing 60 % Initial Submittal of Assessments to County 85 % Final Submittal of Assessments to County 100 % Annexation Services (Street Lighting and Landscaping District No. 2) 1. Coordinate with City staff to obtain copies of the area map for the parcels/developments being annexed and with developer representatives to obtain all needed information. 2. Prepare a description of the District improvements that specially benefit the property being annexed. Each improvement must be discussed separately and the types of services the improvements will receive must also be discussed. 3. Prepare an Assessment Calculation Information sheet, to include such items as the District name, total District assessment, proposed maximum assessment for property being annexed, duration of the proposed assessment, reason for the assessment, and calculation of the methodology for the assessment. The assessment calculation will be specific to the Benefit Zone the parcel/development being annexed is in and should provide a description of the Zone, the estimated actual EDU rates by land use, and the maximum assessment rates per EDU. 4. Prepare and provide to the City Assessment Ballots for the properties being annexed. 5. Prepare and submit required information to the County for each annexation. 6. Update the ensuing fiscal year's Engineer's Report and levy to include the annexed parcels. 7. Assist with and present material, as needed, at public meetings and workshops and public hearings to discuss the District's services, budgets, compliance with Proposition 218, and any concerns generated by the property owners being annexed. This also entails assistance, as needed, with the preparation of agenda bills and resolutions. 8. A toll-free customer service phone number will be provided for use by City staff and all property owners. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City Attorney Approved Version 1/30/13 11 Fee Schedule for Annexation Services Street Lighting and Landscaping District No. 2 Annexation(s) $3,000 lump sum per Annexation Invoices will be submitted at the completion of the annexation process. Undisputed invoices will be paid within 30 days of receipt City Attomey Approved Version 1/30/13 12 CERTIFICATE OF THE PRESIDENT OF HARRIS & ASSOCIATES, INC. Authorization to Enter into Contracts and Proposals Pursuant to the authority granted by Section 5.3 of the Bylaws of Harris & Associates, Inc., a California corporation ("Company"), and the delegation of authority by the Board of Directors of the Company, to the President, the undersigned, as President, hereby authorizes the individuals named below to have the authority to enter into contracts and proposals and incur obligations in the amounts set forth below for contracts with acceptable risk. Those contracts that have questionable risk must be elevated to the Regional Manager and CFO for review and approval. These individual authonties shall remain in effect until the designated individual's employment or position is terminated, or the signing authority is revoked, changed or amended by a duly executed Certificate of tlie President. Contracts and Proposals in Unlimited Amounts; Lisa V. Larrabee President/CEO Gary Wohl Chief Financial Officer Contracts and Proposals up to Fifteen Million Dollars ($15,000,000): Michael A, Motil Region Manager - Pacific Mountain Byron 0. Tobey Region Manager ~ Southern Region Contracts and Proposals up to One Million Dollars (^$1,000,000); Brett E. Barnett Isaac C. Dee Robert Guletz Christopher J. Dunne Ehab S. Gerges Edwarci K. Kozlowski Dana 0. LeSher Vernon A. Phillips Kim Sloat Contracts and Proposals up to Five Hundred Thousand Dollars ($500,000); Dennis Anderson Rick L, Darnley Randall Berry Scott Hodgins Julius P. Feher William Little III K. Dennis Klingelhofer Russell Moore E. Javier Saunders Patrick Skrabanek Peter Booth Contracts and Proposals up to Five Thousand Dollars ($5,000); Rani Benskin Elizabeth A. Nystrom Natalie Miranda Denise M. Owen Jennifer Saldivar Michell Bolack IN \yiTNESS WHEREOF, the undersigned has executed this Certificate of the President as of this /^^^ day of J.AA.i^^h ,2013 . /)^ ( I -.-^^ Lisa V. Larrabee, President/CEO 2013 January Certificate Authorizing Signing Authority Harris & Associates CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of QCCMD^^. On )ArAr. 12 ^ 20\'^ before me, v knn\--(er S^Oi (Here insert name and title of the officer) personally appeared X^nni3 A- Ar\C^Y3\yC\ who proved to me on the basis of satisfactory evidence to be the person]^ whose name^@are subscribed to the within instrument and^knowledged to me that ©/she/they executed the same in ©/her/their authorized capacity(jj8S), and that by(£^her/their signature(^ on the instmment the personjX), or the entity upon behalf of which the person^ acted, executed the instruirient. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is tme and correct. official seal. (Notary Seal) JENNIFER L. SALOfVAR Commission # 1971570 Notary Public • Ciliforflii Orange County My Comm. 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If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with the office of the county clerk. • Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate tide or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). Securely attach this document to the signed document 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com