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HomeMy WebLinkAboutCirculate San Diego; 2015-10-01; TRAN1267TRAN 1267 AGREEMENT FOR WALK FRIENDLY BIKE FRIENDLY CERTIFICATION SERVICES CIRCULATE SAN DIEGO ^REEMENT is made and entered into as of the day of •^':7^(^/3r^/^ 2015, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CIRCULATE SAN DIEGO, a California non-profit corporation, ("Contractor"). RECITALS A. City requires the professional services of a professional planning and design firm that is experienced in advanced mobility planning and design. B. Contractor has the necessary experience in providing professional services and advice related to walk friendly and bike friendly certification procedures. 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 Sen/ices, 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 two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will 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. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ten thousand dollars ($10,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed ten thousand dollars ($10,000) per Agreement year. 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". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 4/1/15 TRAN 1267 6. STATUS OF CONTRACTOR Contractor will perform the Sen/ices 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 sen/ices 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 entitied. 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 elecfion. 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 Sen/ices. Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectiy 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 ofthis Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in wrifing by City. 8. OTHER CONTRACTORS The City resen/es the right to employ other Contractors in connection with the Sen/ices. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless 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 directiy 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-administered workers' compensation is included as a loss, expense or cost for the purposes ofthis section, and that this section will survive the expirafion or eariy termination of this 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 sen/ices 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 current Best's Key Rating of not less than "A-:VI1"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 4/1/15 TRAN1267 in the latest Best's Key Rating Guide of at least 'A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarteriy lisfings report. 10.1 Coveraqe and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 obligafions 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. Ifthe 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 Liabilitv. 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 Liabilitv. 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. 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 ofthe 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 of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this 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 opfion to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies 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. City Attorney Approved Version 4/1/15 TRAN1267 10.5 Submission of Insurance Policies. City resen/es the right to require, at any fime, 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 fime-to-fime. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy 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 acfivities related to the Agreement for a period ofthree (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 sen/ices will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Lolly Sangster Name Brian Gaze Title Program Manager Titie Program Manager Department Public Works Address 11116"^" Av, Ste 402 City of Carisbad San Diego, CA 92101 Address 1635 Faraday Av Phone No. 619-544-9255 Carisbad, CA 92008 Email bgaze@circulatesd.org Phone No. 760-602-2772 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 ali four categories. City Attorney Approved Version 4/1/15 TRAN 1267 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulafions 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 fimes observe and comply with these laws, ordinances, and regulafions and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the 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 services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise 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 fon/varded 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. Ifthe resolution thus obtained is unsatisfactory to the aggrieved party, a letter oufiining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solufion to the problem. In such cases, the action of the 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 terminafion. If City decides to abandon or indefinitely postpone the work or sen/ices 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 determination of fact based upon the work product delivered to City and ofthe 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 ofthe 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 compensafion 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 City Attorney Approved Version 4/1/15 TRAN 1267 employee, any fee, commission, percentage, brokerage fee, gift, or any other considerafion confingent upon, or resulting from, the award or making ofthis Agreement. For breach or violation ofthis warranty. City will havethe rightto annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othen//ise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or confingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation of lifigation 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 ef seq., 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 entitied to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrafive 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 jurisdicfion is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any acfion 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 jurisdicfion in the County of San Diego, State of California, and the parties waive all provisions of law providing for 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 respecfive successors. Neither this Agreement nor 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 ofthe 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. /// /// /// /// /// /// City Attomey Approved Version 4/1/15 TRAN 1267 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 CIRCULATE SAN DIEGO, a California non-profit corporafion By: (sign here) (prinjf name/titie) CITY OF CARLSBAD, a municipal corporafion of the State of California Patrick A. Thomas / Public Works Director as authorized by the City Manager By: (sign here) (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. BREWER, City Attorney Assistant City AttoLey City Attorney Approved Version 4/1/15 ® CIRCULATE ® © SANDIEGO RESOLUTION NO. 15-04 AUTHORIZING EXECUTIVE DIRECTOR JAMES STONE TO SIGN A BINDING AGREEMENT WITH THE CITY OF CARLSBAD FOR CIRCULATE SAN DIEGO TO PERFORM SERVICES FOR THE CITY OF CALRSBAD The Circulate San Diego Board of Directors hereby authorizes and empowers Executive Director James Stone to enter into a binding agreement with the City of Carisbad to perform various sen/ices related to active transportation, planning, and grant writing. By approving this resolution, the Board of Directors of Circulate San Diego acknowledges and warrants that James Stone has the legal power, right and actual authority to bind Circulate San Diego to the terms and conditions of the agreement to provide sen/ices to the City of Carisbad. PASSED AND ADOPTED Board of Directors this 2^° day of September, 2015. Certified by Keely Halsey, Board Secretary ni5 Signamre *^ / Date '^""CIRCULATE O SANDIEGO Quote for Professional Services Exhibit "A" Creating excellent mobility ciioices and vibrant, healthy neighborhoods From: Circulate San Diego 1111 6th Avenue, Suite 402 San Diego CA 92101 To: Lolly Sangster City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 RE: PSA Scope of Sen/ices Circulate San Diego to provide advanced mobility planning and design services necessary to deliver the following; Date: 6/24/2015 Tasl< j No. Tasl< Descnption Task Timeline Staff Name and Title Fully- Estimated Loaded Hours to Billing Rate Complete Task Total 1 Application assistance to attain walk- friendly and bike-friendly certifications June - August Brian Gaze, Program Manager $125.00 40 $5,000 1 Application assistance to attain walk- friendly and bike-friendly certifications 2015 Terra King, Michelle Luellen, Project Coordinators $100.00 40 $4,000 2 Direct Expenses (printing, mileage, other reimbursable expenses) June - August 2015 ---$1,000 Total: $10,000 1 li^ertify that this quote for servicejjhalj^remain valid for 90 days from the date listed above. 3 i^uuic; n. James D. Stone Circulate San Diego Executive Director Dab Contact Person: Brian Gaze, AlCP Title: Program Manager Telephone: (619) 544-9255 Fax; (619)531-9255 Email: bgaze@circu!atesd.org llll Sixth Avenue Suite 402. San Diego, CA 92101.www.circulatesd.org. (619) 544-WALK DonnaHerat^^^^_^^_^^^^_^^^^^^_^^^^^^_^^_^^^^^_^^^^^^__^ From: Donna Heraty Sent: Tuesday, October 06, 2015 1:15 PM To: 'bgaze@circulatesd.org' Cc: Rhonda Gasper-Heather; Shelley Collins Subject: Form 700 - Conflict of Interest - It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement Dear Consultant: Regarding your agreement with the City of Carlsbad for Walk Friendly Bike Friendly Certification Services, TRAN1267 - // your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the City of Carlsbad. A copy ofthis email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Ccityof Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Viilage Drive Carlsbad, CA 92008-1949 www.ca risbadca .gov 760-434-2917 I Shellev.Collins^carlsbadca.gov Connect ,v/r/; M.S Facebook | Twitter | You Tube | Flickr j Pinterest | Enews