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HomeMy WebLinkAboutConsolidated Building Systems Incorporated; 2015-01-26; PEM1167PEM1167 AGREEMENT FOR PLANNING & RELOCATION SERVICES FOR LIBRARIES CONSOLIDATED BUILDING SYSTEMS INCORPORATED /I THIS AGREEMENT is made and entered into as of the & day of L/{f/f/y./7. 1/ , 2015, by and between the CITY OF CARLSBAD, a municipal irpora'tion, ("Cityyand CONSOLIDATED BUILDING SYSTEMS INCORPORATED, a California /^/^coiporation, ("C^ractor"). RECITALS A. City requires the professional services of a Planning and Relocation Consultant that is experienced in moving libraries. B. Contractor has the necessary experience in providing professional services and advice in providing these 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. 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 of the 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 thirty thousand dollars ($30,000). 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". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 1/30/13 PEM 1167 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 Sen/ices 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 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. 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 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 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-administered 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 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 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 current Best's Key Rating of not less than "A-:VII". OR with a surplus City Attorney Approved Version 1/30/13 PEM1167 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 Employer'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. I I If box is checked, Professional Liability 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 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 option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain City Attorney Approved Version 1/30/13 PEM1167 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 Carlsbad 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. 15. 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 Citv For Contractor Name Patrick McGarry Name David Suter Title Municipal Projects Manager Title Project Manager Department PW - Property Division Address 5480 Baltimore Drive, Ste 215 City of Carlsbad La Mesa, CA 91942 Address 405 Oak Avenue Phone No. 619 741 4566 Carlsbad, CA 92008 Email dsuter@cbsisandiego.com Phone No. 760 434 2949 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. City Attorney Approved Version 1/30/13 PEM1167 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 Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed 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 Sen/ices 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 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 othenwise 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 fonwarded 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 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 solution 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 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 determination 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. City Attorney Approved Version 1/30/13 PEM1167 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 othenwise recover, the full amount of the 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 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. /// /// City Attorney Approved Version 1/30/13 PEM1167 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 CONSOLIDATED BJkJiLDING SYSTEMS, INC., a Califgrffialqorpqration (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California «f Division Director as authorized by the City Manager Patrick Thomas Br (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 BY: Assistant City Attornq^ City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ^ni_>t\ T^V-g ^.T^ On 3^ N\G) ^OjS before me, Dafe personally appeared Here a re Insert fvame and Title of the/Officer Name(s} of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)^are subscribed to the within instrument and acknowledged to me that Jhe/sije/they executed the same in tjis/hpprtfieir authorized capacity(ies), and that byJjis/hetTfheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. I certify under PENALPi' OF PERJURY underthe laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. 1 Titiaw iiiiinniii OFFICIAL SEAL J. CLAY NOTARY PUBLIC-CAUFORNIA® COI^IVl. NO. 1916140 5? SAN DIEGO COUNTY MycO)^M.EXP.JAN.6,2015 Signature. Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of ttie document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Slgner(s) Other Than Named Above: Capacity(ies) Claimed by Slgner(s) Signer's Name: Document Date: Corporate Officer — Title(s): Partner — Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: Signer's Name:. Corporate Officer — Title(s): Partner — Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 ooNSOLiDA-reo ooiujiNG SYETEMS. Bvjc. 4446 Pcn!i! Loitia flveouc • San Diago, CA 92107 ^ 619.22'!,5300 619.224,4545 • Minutes of Annual Meeting of Stockholders December 2,2014 The annual meeting of stockholders of Consolidated Building Systems, Inc was held at 5480 Baltimore Drive, #215, La Mesa, CA 91942 from 10:30 am to 10:45 am. The business meeting was presided over by Lou Suter, President, who chaired the meeting, and David Suter (also Secretary) kept the record of the meeting. People in attendance were the two stockholders and Sandy Snyder, CBSI Office Manager. Attendance The following stockholders were represented in person: Lou Suter David Suter Call To Order The Chairman called the business meeting to order at 10:30 am and announced that the people present in person and by proxy constituted a quorum in accordance with the Corporation's Article's & By-Law's and were authorized to vote all of their shares (100% minimum of the total shares outstanding are required for a quorum). The Chairman announced that the purpose of the meeting was to: a) Re-elect two directors to serve for the following year. Review of Minutes The meeting minutes from the corporations' eighth official meeting held on December 30, 2013 was reviewed. David Suter offered to entertain a motion to accept December's minutes as written without reading them aloud. David Suter made the motion and Lou Suter seconded the motion. There was no discussion and the motion was unanimously approved. Approval of Companv Business The chairman then offered to entertain a motion to approve this year's activities of the company. Lou Suter made the motions: "That all purchases, contracts, contributions, compensations, acts, decisions, proceedings, elections, and appointments by the Officers or the Board of Directors during 2014 are approved and ratified". David Suter seconded the motion. There was no further discussion and the motion was unanimously approved by the stockholders. Page 1 of 2 Opening of Nominations At this point, the chairman recommended that Lou Suter and David Suter be reelected for the coming year and offered to entertain a motion to open up nominations for the board of directors. Motion was made by Lou Suter "to open nominations for the board of directors for the election of two directors to serve for the year of 2015. The motion was seconded by David Suter. There was no discussion and the motion was passed. The Chairman announced that nominations were open. Nominations Nominations for 2015 are as follows: President - Lou Suter Chairman of the Board - Lou Suter Chief Executive Officer - Lou Suter Chief Financial Officer - Lou Suter Senior Vice-President - David Suter Treasurer - David Suter Secretary - David Suter Upon motion made by Lou Suter and seconded by David Suter, the nominations were passed. Close of Nominations There being no other nominations, the Chairman asked for a motion to close the nominations. "Motion to close nominations for the board of directors" was made by Lou Suter and seconded by David Suter. There was no discussion and the motion was unanimously approved. Adjournment There being no flirther business or discussion, the chairman offered to entertain a motion to adjourn. Lou Suter made the motion to adjourn the annual stockholder's meeting and David Suter seconded it. The motion was unanimously approved and the meeting was formally closed at approximately 10:45 am. Secretary Dated: December 2, 2014 Consolidated Building Systems, Inc. Page 2 of 2 PEM1167 EXHIBIT "A" SCOPE OF SERVICES CONSOLIDATED BUILDING SYSTEMS, INC. (CBSI) CBSI proposes to accomplish the following services for this project: A. CBSI will meet with members of the Client's planning team to discuss the project goals and objectives as well as review all necessary data that will be used to assist the consulting team with overall planning and development of a preliminary 'Mover' Scope of Work. B. CBSI will spend time at the facilities as required to review the existing conditions, operational systems, and space utilization. They will work directly with the City of Carlsbad's representatives on all aspects of this project. That will include reviewing existing data to understand the complexities of this project and understanding the new layouts of the collections at both libraries with the potential growth requirements per stack. C. CBSI understand this will be a multiple-stage move project. They will assist the City in determining the best phasing schedule for the move using Lean and Pull Planning Techniques. This includes the best options for storing books in a fashion where they will be accessible by library staff for the RFID tagging. D. CBSI will suggest resources for the City to use to dispose of existing furniture, fixtures, and equipment to keep these items out of the landfill. E. CBSI will determine the best location for the Genealogy collection to be temporarily relocated to and safely stored in the appropriate environmental conditions. F. CBSI will recommend to the Client additional vendors, consultants and any other disciplines that may be required for the completion of this project. All disciplines will be hired by and work directly for the Client. F. In addition, their services will include the following tasks depending on the type of project assigned. 1. Assist in development of initial programming information. 2. Prepare Client scope documents and proposals identifying project objectives, resources, assumptions, risks and constrains. 3. Develop a preliminary project budget. 4. Develop a preliminary master schedule for the project. 5. Organize and conduct project-planning meetings. 6. Publish and distribute project meeting minutes. 7. Review interior layout for proper circulation and good operational practices. 8. Attend Client's All-Hands Meetings as requested. City Attorney Approved Version 1/30/13 PEM1167 9. Review not-to-scale furniture plans of the existing facility for use of determining what items are to be relocated out of each room. 10. Review inventory of existing furniture, fixtures and equipment. 1L Recommend and assist in selecting a packing and furniture/equipment moving company for the relocation of assets. 12. Provide adequate staff to supervise all aspects of the actual move(s). PROFESSIONAL FEES Compensation will be provided on an hourly basis commensurate with the classification of personnel performing the work, per CBSI's current rate schedule. This is not-to-exceed $30,000 unless prior written consent is given by the City of Carlsbad. Monthly invoicing will only reflect actual hours worked for that particular month. RATE SCHEDULE POSITION HOURLY RATE SCHEDULE Principals $ 120.00 Project Management Staff $ 110.00 Labor Compliance Officer $ 95.00 Clerical $ 75.00 REIMBURSABLE EXPENSES Direct out-of-pocket expenses that we incur in the accomplishment of this project will be billed, at cost, over and above the basic services during the billing period in which they are incurred. This includes vehicular travel at $.565/mile or the current IRS mileage reimbursement rate, authorized out-of-town travel and subsistence (using current Government Per diem rates as guidance, with client approval), long distance telephone, blueprinting and copying, mailing costs (including postage, messenger, or express mail, etc.) and any other expense you approve in order to accomplish or expedite the process of this project. BILLINGS Billings will be presented monthly, based upon the actual work completed during that period. Compensation will be provided on an hourly basis commensurate with the classification of personnel performing the work, per the CBSI Rate Schedule. City Attorney Approved Version 1/30/13