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HomeMy WebLinkAboutHarris & Associates; 2005-01-11;AMENDMENT NO.2 TO EXTEND AND AMEND AGREEMENT FOR CONSULTING SERVICES HARRIS & ASSOCIATES This Amendment No.2 is entered into and effective as of the 12th day of January, 2007, extending and amending the agreement dated January 11, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Harris & Associates, a corporation, ("Contractor") (collectively, the "Parties") for development of a feasibility study for a replacement lighting and landscaping district. RECITALS A. On March 6th, 2006, the Parties executed Amendment No.1 to the Agreement to extend the underlying agreement between the Parties dated January 11, 2005 by and between the City and the Contractor; and B. The Parties desire to alter the Agreement's scope of work as reflected in Exhibit A. C. The Parties desire to extend the Agreement for a period of one year. D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fourteen thousand dollars ($14,000.00). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed fourteen thousand dollars ($14,000.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by January 11, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced City Attorney Approved Version #05.22.01 1 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor « (print name/title)ATTEST: -/t-Sjoc. (e-mail address) LORRAINE M. WOOD City Clerk (sign here) DEA/A/ft A.&•• (print name/title) (e-mail address) 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: RONALD R^BALL. City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE The scope of work is being modified from the original agreement dated January 11, 2005 to reflect these remaining tasks in order to complete the project: • Present with City staff the draft Feasibility Report to the City's Leadership Team for further input and guidance. • Perform additional work as directed by the Leadership Team that is consistent with the original scope of services attached herein as Exhibit B. This could include additional research and/or modification of the draft report. • These tasks will be billed at the hourly rates identified in the original fee proposal attached herein as Exhibit B. City Attorney Approved Version #05.22.01 EXHIBIT B _ Feasibility Study for a Replacement Lighting and Landscaping District Fee Proposal Based on our knowledge and understanding of the project, the City's Request for Proposal, and the Work Plan included herein, Harris & Associates will provide the services for a not to exceed fee of $35,000 on a time-spent basis. Harris & Associates \vill invoice the City- monthly for sendees performed in the previous month in accordance with the Schedule of Hourly Rates shown below. Harris & Associates Standard Hourly Rates Schedule Project Manager -Joan E. Cox, PE S190 / hour Deputy Project Manager - Dennis A. Anderson $160 / hour Sr. Project Engineer $120 - 150 / hour Project Engineer 5100 - 115 / hour CADD Drafter $85 - $100 / hour Senior Project Analyst $80 - $95 / hour Project Analyst $70 - $80 / hour Project Technician $60 - $70 / hour Clerical Staff $60 / hour Most indirect expenses (such as mileage, duplicating and postage) are included in the hourly rates. These hourly rates may be updated on an annual (calendar year) basis. This proposal is valid for up to 120 days from the proposal subrnittal date. H;irris & Assoa'.itc!i Page 15 EXHIBIT B Feasibility Sjudy fo Replacement Lighting and Landscaping District Scope of Work Project Understanding The City of Carlsbad currently has two Street Lighting and Landscaping Maintenance Districts (LLD's) tlv.u cover the enure City. LLD 1, which includes over 50,000 parcels and covers the majority of the city, and LLD 2, which was recendy established over new developments. LLD 1 is currendy exempt from the pr9visions of Proposition 218 and its assessment rates have not been increased since before 1996. Consequendy, LLD 1 has not kept pace with the costs of maintenance and will require more and more general fund supplements to meet the projected city budgets. The City of Carlsbad would like to hire an Assessment Engineer to prepare a study on the feasibility of creating a single citywide LLD that will recover all costs associated with the maintenance activities, including funding replacement costs. This study will provide methodology options relating to general versus special benefit quantification, the assessment spread, and any Zones of Benefit that are required. The study will also include recommendations for public education and outreach. Work Plan Harris & Associates will review the locations of the streetlight, median and street tree improvements and the benefits which they provide to property owners. Where appropriate, we will identify benefit zones for similar benefits. Based upon this analysis, we will develop benefit nexus options and assessment methodology options. Specifically, this will include analyzing the parcel and property owner databases for the existing LLD's and the City's GIS files, identifying the benefits and costs associated with maintenance services, allocating costs between special and general benefit, making recommendations for an assessment methodology based upon the benefit nexus developed for each type of improvement, and estimation of the assessment rates which would be required. A summary report will be prepared presenting the analysis and options, discussing the establishment process and timeline, and recommending options for public education and outreach. Specific tasks to be completed during this project would include: 1. Nfeet with City staff to discuss in detail the types of maintenance :md operation projects to be funded, the areas that will need to be incorporated into the study, strategies for approaching the analysis and cost apportionment, Proposition 218 issues, preliminary annual budget estimates, time frames, and other considerations. This meeting will ensure that all parries understand all aspects of the analysis work before any work begins. 2. Collect available dara elements such as any additional land use information or Assessor's parcel maps, Cn:\ (IIS hies, proposed annual budgets for the improvements, and other available data which is pertinent to the project. Confer with City staff to obtain additional available data required and to receive input concerning the process. Harris & Associates EXHIBITS Feasibility Study for a Replacement Lighting and Landscaping District 3. Identify special benefit to property owners versus general benefit of maintaining facilities to develop benefit nexus based upon the requirements of Proposition 218. Meet with City staff and legal counsel to review benefit nexus. (2 meetings estimated.) 4. Identify possible benefit zones for the various improvements and review with City staff. (2 meetings estimated.) 5. Analyze the financial impacts associated with the methodology analysis as they relate to the benefiting parcels and any zones of benefit. This includes comparing new rates with the old rates. 6. Prepare a draft Summary Report incorporating a discussion of the analyses and making a preliminary recommendation of the most appropriate apportionment options. Procedural requirements and steps for formation will be outlined for the proposed district as well as a preliminary timeline for establishment. Public education and outreach options will also be discussed. Submit up to five (5) copies of the draft Report. Meet with City staff to discuss comments. (1 meeting estimated.) 7. After incorporating comments from City Staff, attend a City Council Study Session to present the Summary Report and answer questions. This benefit analysis does not include the research and field identification of publicly owned property. That work will be performed in conjunction with the Engineer's Report phase of the project Responsibilities of the City • Secure qualified legal counsel to provide legal advice to the City and Assessment Engineer. • Provide resolutions required by the City Council and all legal notices, and schedule and agendize City Council meetings and hearings. • Provide the Assessment Engineer with budgets for all improvements to be maintained. • Provide access to records and data for land use data, including electronic map files, and any other pertinent information. Harris & Associates RATIFICATION OF AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR CONSULTING SERVICES HARRIS & ASSOCIATES This Ratification of Amendment No.1 is entered into 2006, but effective January 12, 2006, extending the underlying initial agreement between the Parties dated January 11, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Harris & Associates, ("Contractor") (collectively, the "Parties"). RECITALS A. The Agreement, as amended from time to time expired on January 11, 2006 and Contractor continued to work on the services specified therein without the benefit of an amendment. B. The Parties desire to ratify the amendment extending the term of the Agreement, and any amendments thereto, for a period of one year ending on January 11, 2007. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Amendment No. 1 to the Agreement is hereby retroactively approved and the Agreement is hereby extended for a period of one year, ending on January 11, 2007. 2. All other provisions of the Agreement, as may have been amended from time to time, will 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, will include coverage for this Amendment. City Attorney Approved Version #04.11.01 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR *By: CITY OF CARLSBAD, a municipal corporation of the State of California (sign here). City Manager er Mayor- (print name/title)ATTEST: (e-mail address) LbRRAINE-M City Clerk (sign here) (print name/title) (e-mail address) 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: RONALD R. BALLjCity Attorney^7 By: Deputy City Attorney City Attorney Approved Version #04.11.01 AGREEMENT FOR CONSULTING SERVICES HARRIS & ASSOCIATES THIS AGREEMENT is made and entered into as of the // day of A , 2005, by and between the CITY OF CARLSBAD, a municipal cor$oration, ("dty"), and Harris & Associates, a corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced B. Contractor has the necessary experience in providing professional C. Selection of Contractor is expected to achieve the desired results in an D. Contractor has submitted a proposal to City and has affirmed its with lighting and landscaping districts, including the formation of new districts. services and advice related to lighting and landscaping districts. expedited fashion. 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 year from the date first above written. The City Manager may amend the Agreement to extend it for one additional one-year period or parts thereof in an amount not to exceed thirty five thousand dollars ($35,000.00) 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 will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 1 City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed thirty five thousand dollars ($35,000.00). Fees shall be paid per the hourly rate schedule outlined in Exhibit "B". Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". 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. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version #04.01.02 9. 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 in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. I N DE M N I F I CAT1 0 N 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. IO. 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-:V". 10.1 Coveraaes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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 Liability 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 Liability (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 Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability City Attorney Approved Version #04.01.02 3 limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance 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 General Liability. 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 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 4 City Attorney Approved Version #04.01.02 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 City: For Contractor: Name Kevin Branca Name Joan E. Cox Title Assistant Finance Director Title Associate Department Finance Address 34 Executive Park, Suite 150 City of Carlsbad Address 1633 Faraday Avenue Phone No. (800) 827-4901 Ext. 337 Irvine, CA 92614-4705 Carlsbad, CA 92008 Phone No. (760) 602-2418 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 City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04.01.02 5 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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 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 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 that the services 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 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded 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 Services, 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 6 City Attorney Approved Version #04.01.02 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. 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 solicitor 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 otherwise 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 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 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 City Attorney Approved Version #04.01.02 7 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. 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 Joan E. Cox, Associate (print narnehitle) CITY OF CARLSBAD. a municipal ATTEST: rcox@ m is-assoc.com Dennis A. Anderson, Associate danderson@ harris-assoc.com (print namehitle) (e-mail address) - City Clerk APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY - Deputy aty Attorney City Attorney Approved Version #04.01.02 8 Exhibit A Scope of Work Project Understanding The City of Carlsbad currently has two Street Lighting and Landscaping Maintenance Districts (LLD’s) that cover the entire City. TLD 1, which includes over 50,000 parcels and covers the majority of the city, and LLD 2, whch was recently established over new developments. LLD 1 is currently exempt from the provisions of Proposition 218 and its assessment rates have not been increased since before 1996. Consequently, LLD 1 has not kept pace with the costs of maintenance and will require more and more general fund supplements to meet the projected city budgets. The City of Carlsbad would like to hre an Assessment Engmeer to prepare a study on the feasibility of creating a single citywide LLD that will recover all costs associated with the maintenance activities, including funding replacement costs. Thts study wdl provide methodology options relating to general versus special benefit quantification, the assessment spread, and any Zones of Benefit that are required. The study will also include recommendations for public education and outreach. Work Plan Harris & Associates will review the locations of the streetlight, median and street tree improvements and the benefits which they provide to property owners. Where appropriate, we will identify benefit zones for similar benefits. Based upon this analysis, we will develop benefit nexus options and assessment methodology options. Specifically, thts will include analyzing the parcel and property owner databases for the existing LLD’s and the City’s GIS files, identifying the benefits and costs associated with maintenance services, allocating costs between special and general benefit, making recommendations for an assessment methodology based upon the benefit nexus developed for each type of improvement, and estimation of the assessment rates which would be required. A summary report wdl be prepared presenting the analysis and options, discussing the establishment process and timeline, and recommending options for public education and outreach. Specific tasks to be completed during this project would include: Meet with City staff to discuss in detail the types of maintenance and operation projects to be funded, the areas that will need to be incorporated into the study, strategies for approaching the analysis and cost apportionment, Proposition 21 8 issues, preliminary annual budget estimates, time frames, and other considerations. This meeting will ensure that all parties understand all aspects of the analysis work before any work begins. Collect available data elements such as any additional land use information or Assessor’s parcel maps, City GIS files, proposed annual budgets for the improvements, and other available data whch is pertinent to the project. Confer with City staff to obtain addtional available data required and to receive input concerning the process. 1 Ham’s 8 Associates Exhibit A 3. Identify special benefit to property owners versus general benefit of maintaining facilities to develop benefit nexus based upon the requirements of Proposition 218. Meet with City staff and legal counsel to review benefit nexus. (2 meetings estimated.) 4. Identify possible benefit zones for the various improvements and review with City staff. (2 meetings estimated.) 5. Analyze the financial impacts associated with the methodology analysis as they relate to the benefiting parcels and any zones of benefit. This includes comparing new rates with the old rates. 6. Prepare a draft Summary Report incorporating a lscussion of the analyses and making a preliminary recommendation of the most appropriate apportionment options. Procedural requirements and steps for formation will be outlined for the proposed district as well as a preliminary timeline for establishment. Public education and outreach options will also be discussed. Submit up to five (5) copies of the draft Report. Meet with City staff to discuss comments. (1 meeting estimated.) 7. After incorporating comments from City Staff, attend a City Council Study Session to present the Summary Report and answer questions. Ths benefit analysis does not include the research and field identification of publicly owned property. That work will be performed in conjunction with the Engineer’s Report phase of the project Responsibilities of the City Secure quahfied legal counsel to provide legal advice to the City and Assessment Engineer. Provide resolutions required by the City Council and all legal notices, and schedule and agendize City Council meetings and hearings. Provide the Assessment Engineer with budgets for all improvements to be maintained. Provide access to records and data for land use data, including electronic map files, and any other pertinent information. m 9 a e 0 0 I) I) e e B B B B D D D D B B D D D D B B D D D D D D D D B D D P a Exhibit B Feasibility Study for a Replacement Lighting and Landscaping District Fee Proposal Based on our knowledge and understanding of the project, the City’s Request for Proposal, and the Work Plan included herein, Harris & Associates will provide the services for a not to exceed fee of $35,000 on a time-spent basis. Harris & Associates will invoice the City monthly for services performed in the previous month in accordance with the Schedule of Hourly Rates shown below. Harris & Associates Standard Hourly Rates Schedule Project Manager -Joan E. Cox, PE .......................................... $ 190 / hour Deputy Project Manager - Dennis A. Anderson ....................$ 160 / hour Sr. Project Engineer ..................................................................... $ 120 - 150 / hour Project Engineer .......................................................................... $ 100 - 115 / hour CADD Drafter ............................................................................. $85 - $100 / hour Senior Project Analyst ................................................................. $ 80 - $95 / hour Project Analyst ............................................................................. $ 70 - $80 / hour Project Technician ....................................................................... $ 60 - $70 / hour Clerical Staff ................................................................................. $ 60 / hour Most indirect expenses (such as mileage, duplicating and postage) are bc1ud.d in the hourly rates. These hourly rates may be updated on an annual (calendar year) basis. Thls proposal is valid for up to 120 days from the proposal submittal date. Harris 8, Associates 4 Page 15