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Howes, Weiler & Associates; 2015-05-19;
Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part ot Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of tnis Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Thirty thousand dollars ($30.000) per Agreement year. If the City elects to extend the Agreement, the amoun1 shall not exceed Thirty tnousand dollars ($30,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit ''A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tas~s or a combination thereof. 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 stale 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 worl<ers' 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 w~h the Services. 2 City Attorney Approved Version 4/1115 9. INOEMNIFICATIQN Conlractor agrees to indemnify and hold haiTllles.s 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 willfyl 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. The pa11ies expres.sly 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 line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least ·'A: X": OR an alien non-adm~led insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 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. 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 Liability Insurance. $2.000,000 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 occwrence limit. 1 0.1.2 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. WorKers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction. a declaration stating this. 1 0.1.4 Professional Liability. Errors 01nd omissions liability appropriate to Contractor's profession with limits of not tess than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 3 City Attorney Approved VeT$ion 4/1/15 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 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 lnsvrance Policies. City reserves the right to require, at anytime, complete and certified copies of any or au 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. 1/1. ACCOUNTING RECOROS 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 ft·om 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 wort<. product for Contractor's records. 4 City Attorney Approved Version 4/1/15 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes a!l 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 C~y and on behalf of Contractor under this Agreement are: Eor ~i!x; For Contractor: Name Glen Van Peski Name Stan Weiler Title CED-Director Title -PrinciQal Dept Community & Economic Address 2888 Lol<er Avenue E ast.--·ste-:- Development 217 CITY OF CARLSBAD CARLS-BAD, CA 92010 Address 1635 Farada:t Avenue Phone 760-929-2288 X402 Cartsbad, CA 92008 Email stanweiler@~anning.cam ~--·-Phone 760-602·2783 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 Clerl< 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 ot 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 Contractol's services with all applicable laws, ordinances and regulation s. 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. QISCRU\41NATION AND HARASSMENT PRO!i!BITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. QISPVTE RESOLUTION If a dispute should arise regarding the perfonnance of the Services the following procedure will be used to resolVe any questions of fact or interpretation not otherwise settled by ~reement between the parties. Representatives of Contractor or City will reduce such questions, and their respective vie\vs, to writing. A copy of such documented dispute will be fOfWarded to both parties involved along with recommended methods of resolution. which would be af benefit to both parties. The representative receMng the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. lfthe 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 5 City Attomey Appt'OV6d Version 411/15 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 City at the 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 assen1ble 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 detennination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FE!:S 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 otherwise recover, the full amount of the fee, commission, percentage, brokerage fees. gift. or contingent .fee. 22. CI.A!MS 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. II 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 resuH 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 lor 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 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 6 City AttoMey Approved Ve.'Slon 4/1/15 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 ~s provisions, embody the entire Agreement and understanding between !he 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 teiTlls and conditions of this Agreement. Executed· by Contractor this 8'f>-day of ~~ , 20..15_. CONTRACTOR ~~~ (sign here) P/~(:J,.t/ C,/le>~~ .>r'c,,;I,Y (print nameftille) CITY OF CARLSBAD, a municipal corporation of the State of California By: ;//-X d .btl ~r or Mayor or Division Director as authorized by the City Manager ATIEST: By: 2 -A 4/J _ . ~~-··-B BARAEN ..4-w~ ~~ c...k ... .u:n.. £r~ City Clerk {print n:meftitle) ' '/ Proper notarial acknowledgment of execution by Contractor must be attache<l. If a corporation, Agreement must be signe<l by one corporate officer from each of the following two groups: Group A Group B ChaiiTllan, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation !!!.!!!! attach a resolution certified by the secretary or assistant secretary under corporate seal empowertng the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A B ER, City Attorney BY: &tv-~ -/6 (/ 7 City Attorney Approved V~on 4/1/15 CALIFORIUA AU.·PURPOSE ACKHOWLEDOMISNT CMLCODE § 1189 A notary public or other officer completing this certificate verifies ooly the identity of the individual who signed the document to which this certificate is attachetl, and net the truthfulness, accuracy, or validity of that document. State of California } County of 0MJ Dl&O ) on -· (\1\C(;.\ Hq, ) }.,cl~ t>efore me, 'Ro.fa ~ M ~')'""11;2l\~ ldoto. Qt .Du bltl...< .)Date Here Insert Name and Title of the icer personally appeared Le..t]\:s. . .:-·An )\h:A.~ UJ.et lki a# 'lu·u~ b=t\DW.o 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 hel5tre/1hey executed the same in hisiber/their authorized capacity(ies), and that by~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. --------------------------oPnONAL-------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this fotm to an unintended document. Description of Attached Document Title or Type of Doc1.1ment: ffietE:ie( W.feffi#/JCT Document Date: ______ _ Number of Pages: ::J-. Signer(s) Oth~an Named Above: Capacity(ies) Claimed by Signer{s} Signer's Name: __ I Corporate Officer -ntle{s): ---..,.- ::1 Partner -C Limited n General _J Individual _; Attomey in Fact 1 Trustee 1 Guardian or ConseJVator I Other:.,.-------------- Signer Is Representing: ---------- Signer's Name:------------- '-Corporate Officer -Title(s): I Partner -I Limited I General l. Individual n Attorney in Fact L Trustee u Guardian or Conservator I Other: =--------·---- Signer Is Representing: --------- ©2014 National Notary Association • www.NationaiNotary.org • 1 -800-US NOTARY (1-800-876-6827) Item #5907 Exhibit 'K Scope of Services 1. Third-party peer review services in the area of land planning, including but not limited to; Local Facility Management Plans. 2. Professional representation at public meetings, as well as attendance as requested at other internal and external meetings. 3. Preparation of memos and reports summarizing findings, including incorporating peer reviews performed by other firms. 4. Other duties as directed. Standard Hourly Rates Principal $170.00 per hour Senior II $145.00 per hour Senior I $135.00 per hour Associate II $120.00 per Hour Associate I $110.00 per hour Assistant $ 90.00 per hour Technician S 75.00 per hour Clerical S 3S.OO per hour f~ LkenseT !'Ock Account Maintenance I File Search Options Internet I ~Jl\ ~.LR~I r . ~ Name E:~E~ ,;.c._~SSOCl.:.. =~ Attention r. Business Address =; -----~·::: 2 ... -,-1'1ailing Gty ':.:-;!_:,= . .:._::, ::=J ST I 0 Zip I"., ... ;,."C;::c-=.= r;-_, ___ --·.;.,. r Business Attributes I Account Notes J Contacts I Approvals J g Help Account = 122.0059 Current Stab.Js: v--· ...... Licensed J1UIM Ucense Payment: Current due 50.00 Not AsSlgned MaH Gr oup! ~ Contactcode Contact Tele.phpne Ext SSN Contractor= Jc :-o, r ;=1 :=J I HO' Es. /EILER&. ..:.s::;.:;~.::~"""E I 5·: !'29-;·;:o.:;.;: I I I Uce~_ frequenc.y Start date iration Issued date Cease date J .., -~nual iJ lo3 c-:oos ~ C·4 2S ~~=' :6 h2/23J2ms J Owner code Location code I C -Comoration .=:J I ;j -Ccode not a• .!ollab!~ =::J Busines-s btpe Business subt.ype ,__ ·---L. IJ-:,.. ~'-~ io-l'r01~SiCHi3 I (') -Com ne• :' 5, ::::J NAICS Contractor T ype I s--~6:1 -A.:;mlr.ls>ratl = :=:J I~-Cede "10~ 5 :! eb!e ::::J Language l c ...-1·' 3 LJ ty.JISil 'Y" i r r ··'!'Ofit I ~ Home Based I SBN ""; ..... -c FEIN r ~,-:_.-. -:;:rt....:.:. 7.:: ._1._ ----·-" .... r - Parcel;: BEAN r r- =Employ r ~ =I Sub ~---;;'d ' CERTIFICATE OF LIABILITY INSURANCE I """" ~· .. 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CfTY C6 CM\..SBAO, A MUHIC!PAL THE: &TATE OF CALifORNIA tADDITIO.NAL 18$&-FARAOAY A-v'!Nut; Cl\fi!!.$1!AD, CA 9.ll:ll(lll JI(TFE~ MIClia.E MASTERSON Of' A l.aa!!~-~-----........... ---------· -----+---! ; MOO!ii'l' a seC~J~~mas tl11!. ~'ll'ltll"f CIAP-4705.1 LOGS OF !!COME 1(1 0\'."f;RS 501 ..... '-- ............................ . ,, .... _ ........................... . ......................................... '' "'""'''"' ' '' ''''''""'''"''''''''"""'"'V''•'•'"''"'"''•'-•'"""'"''" .· I ~~~· 90 ac 6552-5 ~~~lll:R&. -- 1 ~-- .. ______ ..__ ..... I ! .. , \ I \ i l I I i \ ... ······-----... _ ............ ·····-······ .. --_ ........... , .......................... . .. --.. ----····· ·-···· ---.~---I:~ I i~~ ..... ! -- . -......... --·-................ ·•··· I i t l > l l ' ; ! l i I l 1 I ' \ ! I· i i s i I ' l ' I ' I • I • 1 ··-········-·· .... i \ 1 Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Thirty thousand dollars ($30,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed Thirty thousand dollars ($30,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task' Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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 wor1<ers' 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 tile 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 4/1115 9. I@EMNIFICATIQN Contractor agrees to indemnify and hold ha!Tllless tile City and its officers. officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys tees arising out of the performance of the work described herein caused in whole or in part by any willfyl misconduct or negligent act or omission of the Contrector, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The pat1ies 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 wilt 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 line insurer on the Stale of California's list of Approved Surplus line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least ''A: X•: OR an alien non-adm~ted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor wilt 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. 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 Liability Insurance. $2,000,000 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 occwrence limit. 1 0.1.2 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. WorKers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaretion stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 3 City Attorney Approved Version 4/1/15 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the C~y. 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 reqLlired 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. 1;!. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be dearly 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 au work, data, documents. proceedings, and activities related to the Agreement for a period of three (3) years fi·om 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. 4 CHy Aftotney Approved Version 4/1/15 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: for Cjtv: Name Title Dept Address Phone Glen Van Peski CED-Director Community & Economic Development CITY OF CARLSBAD 1635 Faraday Avenue Carlsbad, CA 92008 760.602-2783 For Contractor: Name Title Address Phone Email Stan Weiler -Principal 2888 Loker Avenue East,-.. Ste. 217 CARLS-BAD, CA 92010 760-92&-2288 X402 stanweiler@h~annlng.c:Om 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 C!er1< In accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report Investments or interests in an four categories. 17. GENERAL COMP!.!ANCE WITH LAWS Contractor will keep tully informed of federal. state and local laws and ordinances and regvlations which in any manner affect those employed by Contrador, cr in any way affect the performance ot 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 regulalions 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. D!SCRJI\41NATION AND HARASSMENT PROI-t!81TED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISP!,ITE RESOLUTION If a dispute should arise regarding the performance af the Services the following procedure Will be used to resolVe any questions of fact or mterpretation 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 receMng the letter will reply to the letter along with a recommended method of resolution within ten (1 0} business days. lfthe resolution thus obtained is unsatisfactory to the aggrieved party. a letter outlining the disputes will be forwarded to the City Manager. The CHy Manager will consider the facts and solutions recommended by each party and may then opt 5 City Attomey Approwld Version 411/15 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 pertorm 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 City at the 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 fer work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will mal<e the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTING§NT FEE$ 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, o!her 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. CI.A!MS AND I.AWSUJTS 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 daim is submitted to City, it may be considered fraud and Contractor may be subject to Climinal 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. II 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 resutt 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 acl<nowledges 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 fue 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 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 6 City Attomey Approved Vefsion 4/1/15 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 ns 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 l<>9al power, right and actual authority to bind Contractor to the terms and conditions of this Agreement Executed· by Contractor this 8~ day of f/~ , 20.1..5._. CONTRACTOR :::___~.~ (sign here} ---ty agar or Mayor or Division Director as authorized by the City Manager PI~cJ•t/ b,/le.~-ve-;. ,st'C,,;,LY (print name/tiUe} I ATTEST: By:~ ~ -·------+-,t!~~~.b..i· /Y- (sign here) B BARA EN kw~ ~,.u_*V c..k./~, £.r.~ City Clerk (print nameftitle} > '/ 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation !!!!!!! attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. B ER, City Attorney BY: 6/&-c::. -/6 [I 7 City Attorney Approved Version 4/1/15 CALIFOMIA AU.·PURPOSE ACKMOWLEDOMiiNT CMLCODE § 1189 ~:etc 7 a 2 ;g = A notary public or other officer completing this certificate verifies ooly the identity of tlls individual who signed the document to which this certificate is attached, and net the truthfulness, accuracy, or validity of that document. State of California ) County of q-;M\) D\((,bO } on -· t'J.fu.\ Hq,) }..cl~ before me, 'Ro'fa ~ M :rantS ldotn. Oh .Du hi~ .Joate Here Insert Name and Title of the icer personally appeared Le...tXS L'.,An )\.~-,:;;, \12-et 1\..e.( a# Mid~ b :tlow.o Name(s) of $igner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name{s) :.stare subscribed to the within inS1rument and acknowledged to me that helstre!they executed the same in hi$1ller/their authorized capacity(ies), and that by-Ais.LAer/their signature(s) on the inS1rument the person(s), or tt1e entity upon behalf of which the person(s) acted. executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. --------------------------oPnONAL---------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this fo!Tn to an unintended document. Description of Attached DoC\.('}lent Title or Type of Document: [!\Ci6le( h(f:fm.f!if Document Date: ______ _ Number of Pages: :/-. Signer(s) Oth~an Named Above: Capacity(ies} Claimed by Signer{s} Signer's Name: __ I Corporate Officer -ntle(s): -----,- ::1 Partner -C Limited r: General __1 Individual __; Attomey in Fact I Trustee I Guardian or Conservator I Other:.,.-------------- Signer Is Representing: --------- Signer's Narne: ------------- 1_ Corporate Officer -Title(s): I Partner -I Limited I General l. Individual n Attorney in Fact L Trustee U Guardian or Conservator I Other:=------------ Signer fs Representing: --------- ., ·" ~ ~·m~!C$S'~~·~·~'AAC'"i!'O'f'm"(~~'!'S~?c" ©2014 National Notary Association· www.Na1iona1Notary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit 'Pi Scope of Services 1. Third-party peer review services ill the area of lalld planning, including but not limited to; Local Facility Management Plans. 2. Professional representation at public meetings, as well as attendance as requested at other internal and external meetings. 3. Preparation of memos and reports summarizing findings, includillg incorporating peer reviews performed by other firms. 4. Other duties as directed. Principal Senior II Senior 1 Associate II Associate 1 Assistant Technician Clerical Standard Hourly Rates $170.00 per hour $145.00 per hour $135.00 per hour $120.00 per Hour $110.00 per hour $ 90.00 per hour $ 75.00 per hour S 35.00 per hour [:;iii License Track A.ccount Mai ntenance File SEarch Options Internet Name l-1: Attention r------------------------------------~ Bus~s Address -., . ----,.... l>1aillng :=J ST I c:.. Zip .....----r:-;. ~-~= -5E:~:: r BuslnES$ Attributes I Account Notes J Contacts I Approvals I Help Account = 122.DO 59 Current Status: ......... Licensed J'IUI License Paymem: Current due 50.00 Not Assigned Mad Group I Contact code Contact Telephone Ext :=J I 1-iC E$, .,.~ s --5s::c.:. =I .:;) szs-::..D~ I;=.:;,_-SSN Contractor= I License frequency 1.; · ~nnual Owner code I C -~o o·xatJon Busines-s type NAICS I English Start date Location code I ) -Cc·de not a· ~ lab'-= -:e :=J Buslness subtype I C'J -Cc·-nme :'! Contractor Type Cease date I r , r -, h r "-r HomeBased SEN FEIN 1-------...q -~· • ....,.._,_ ---..-'.-~-.J Parcel ;: BEAN r 1-=Em:=r Sub 500 W. Mad~n St -Sufie 3000 Chlc~go, !L 606131 141\ICII ~1 ~ W'4Jier & A.ssoola!es ~1188 Lollt:r A.¥0!11.19 Esst Suito2'!7 Calb."hsd, CA W10 ' ..... , R-11'--'1 a.AJI<S "'''"" Do"""" o=--o~ '"'"""" P. DOSS NOT F'PPt'f ___ ....,.., I 101>• ·- .M!OtiNftO"(eM'Uto&RJl'f "* . _M______ ~--e~~~~~!~~!::~,~--+~=~:~~~~~oo_~ __ ~o_!_~_~_y·· .. -···-·+ .. ·----+----~~tt::::~ A PROF&SSIONAL UASn.ITY Ci!y .ofr , e · 21!312016 1,GOO,{l()l) •"*' ocw""""' ~ ,C.QO,tle<l <vgregot(l I :'~!:.' of lbe .StErle of Callfomls 1 """'· Ml~:hele !IAIUit&tson I 63'S Faraday A-.-enue C<ltiSbad, CA 920011 I..EATZI:>W INSUAANCE 019iti.,t:l1~ ACORD COlt!' ORA) ION. AU ilatlJ.o lO""""'<'. '!ht' A<."CORO nurno •ud logo""' N!A~ rol!l!l<s of ACORD ~~· l'<lficy Htln¢a::AQ1ii4U2!>1 Oate "•MMC CERTIPfCATE OF LIABILITY INSURANCE 1 . , ..... _. 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I \ I ' I \ I : I ; l l ' . i 1 t ' : ! l ' ! • I l ' I f i ; I \ ! .i i 3HO I$ ~ lh~. unda; Sre-tlON Jl D~~.V.7.l0l'li ~ fii!S\JRED, i$ amsn~Dl te> ~as 8) ~ilia ~ru.l ft15U!'ed Sllil"A'I ' ~ twly 110 .. ~'il?et lliabl!l¥ it< ~ed a! t~ ' 1 -- ~~dt;J ~af~ . ?Jrl'O~-1l:!al ~ l;m;{el!~S!ma ~~ ~ID W,.~l31~Wid -o<Ji'2 9~fm-dl!:m~ 1\;r'l>.kliet, ~oa m Thw~'l!IIIY~~bll!O'l(sp · otiloi Ok'i>en ~lsan'7t"infueb.:u. I { ' Prlltaiz:t 11$.~. '&t~ J;;H'I!aA¥\lio!YGI tnsUM! shlr,-.n ~ ~ b.o . =~=~:: .; ~!h$1\,Q~\ lr.Su~~b!:r;a~y M<liMJ'~~$~ • • \ , -· I I ---.,__ ~ ... ---·----·-......... -----·-··-····"······· -· ·-... _..._ ___ ............. , ........ . ·····---··--········· .. --..... -... ---... ·-···· --- i I ( I I ; I i ' i i I \ ·---·· ·-.......... ... ··-··--··-··-- Manager or the Division Director as authorized by the City Manager ("Director"}. The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulafive total for all projects allowed pursuant to this Agreement will not exceed Thirty thousand dollars ($30,000} per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed Thirty thousand dollars ($30,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit 'A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hOurly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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 worl<ers' 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 tile 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 tile 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 4/1115 9. INQEMNIFICATIQN Con1ractor 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 at the work described herein caused in whole or in part by any willfl,ll 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. The pa11ies 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 dLiration 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 Co<1tractor or Contractor's agents, representatives. employees or subcontractors. The insurance wilt be obtained from an insurance carrier admitted and authorized to do business in the Stale of California. The insurance carrier is required to have a current Best's Key Rating of not tess than "A-:VII"; OR with a surplus line insurer on the State of California's list of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least ·'A: X": OR an alien non-adm~led insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 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 1he 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 Generalliabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injwy 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. 1 0.1.2 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 Wor1<ers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction. a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1 ,000, 000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 3 City Atrorney Approved Ver$ion 411115 1 0.2. 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 certifi~tes 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 lnswance 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. 1~. ACCOUNTING RECORD$ Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be dearly 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. 4 City Aflomey Approved Version 4/1/\5 14. COPYRIGHTS Contractor agrees that all copyrights that anse from the services will be vested in City an<1 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 lh1s Agreement are: EQr Cilx; For Contractor. Name Glen Van Peski Name Stan Weiler Title CED -Director Title -PrinciQal Dept Community & Economic Address 2888 Loker Avenue EasCste-:- Development 217 CITY OF CARLSBAD CARLS-BAD, CA 92010 Address 1835 Farads~ Avenue Phone 760-929-2288 X402 Carlsbad, CA 92008 Email stanweiler@hwptannlng.cem --Phone 760-602-2783 Each party will notify the other Immediately of any changes of address that would req uire 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 Cieri< In accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report Investments or Interests in an four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fUlly informed of federal. state and tocallaws and ordlnances and regulations which In any manner affect those emplo~ by Contractor, or in any way affect the performance ot the Services by Contractor. Contractor will at all times obseNe and comply with these laws, ordinances, and regulations an<l will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulalions Contractor will be aware of the nequlrements 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. DISCR!I\!INATION AND HARASSMENT PROHJBITED Contractor will compfy with all applicable focal, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISP!JTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure Wilt be used to reSOlve any questions of fact or ;nte~ptetation not otherwise settlecl by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respectlve views, to writing. A copy of such documented dispute will be fotwarded to both parties involved along with recommended methods of resolution. which would be of benefit to both parties. The representative receMng 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 CHy Manager will consider the facts and solutions recommended by each party and may then opt 5 City Attomey Appi'OIII)(J Version 411/1 f> 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 petiorm 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 City at the 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 mal<e the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTING§NT FEE$ 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, o!her 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. CI.A!MS AND I.AWSUJTS 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 daim is submitted to City, it may be considered fraud and Contractor may be subject to (;liminal 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 resutt 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 aci<J'Iowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brollght 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 fue 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 nor any part of it nor any monies due or to become due under it may be assigned l>y Contractor without the prior consent of City, which 6 City Attomey Approved Vel'sion 4/1/15 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 ijs 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. AUTHORIIY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have lhe I<S9al power, right and actual authority to bind Contractor to the tenns and conditions of this Agreement Executed· by Contractor this e;.Y.. day of f/~ , 20.1.5_. CONTRACTOR :::___~-~ (sign here} ---ty ager or Mayor or Division Director as authorized by the City Manager Pl~i:J~tt/ b,/le.wc<;. ,Sf"Crti,LY (print nameltiUe} I ATTEST: By:~ ~ -----(sign here) B BARA EN kw~ ~,_.Q_*V ~./~. £.r.~ City Clerk {print nameftitle) > '/ 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 Group 6 Chainnan, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation .!!!!!!! attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s} signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. B ER, City Attorney BY: I f}/&--:)-_ -/6 [I 7 City Attorney Approved Version 4/1/15 CALIFORNIA AU.·PURPOSE ACKMOWLEDOM&NT CMLCODE § 1189 f:cSfi!tZ C a~« A notary public or other officer completing this certificate verifies only the identity of Ills individual who signed the document to which this certificate is attached, and net the truthfulness, accuracy, or validity of that document. State of California } County of ~MJ D\q£::1.0 } on -· (\Jil;{J.\ HCb ) },cl~ before me, '£.<>'fa ~ M :s-e::m~ ldclo. a..h .Du hi~ .Joate Here Insert Name and Title of the 0 icer personally appeared le..tXS L'.,An hh:.1 \.t)-et 1\:.e( Q/}<?i MitJM..q.]' b=tlDUJ..O Name(s) of $igner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name{s) itS/are subscribed to the within inS1rument and acknowledged to me that helstre/1hey executed the same in hi$/l:ler/their authorized capacity(ies), and that by-llis.ll:ler/their signature(s) on the inS1rument the person(s), or tl1e entity upon behalf of which the person(s) acted. executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. --------------------------oPnONAL-------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this fo!Tl1 to an unintended document. Description of Attached DoC\.('}lent Title or Type of Document: [Y\Ci6le( WffTYU/JC:r Document Date: ______ _ Number of Pages: ;J... . Signer(s) Oth~an Named Above: Capacity(ies} Claimed by Signer{s} Signer's Name: __ I Corporate Officer -ntle(s): -----,- ::1 Partner -C Limited r: General __1 Individual __; Attomey in Fact I Trustee I Guardian or Conservator I Other:.,-------------- Signer Is Representing: --------- Signer's Name:------------- 1_ Corporate Officer -Title(s): I Partner -I limited I General L. Individual n Attorney in Fact L Trustee U Guardian or Conservator I Other:=------------ Signer fs Representing: --------- " ·" " ~·~.:~V~$nC.1~··~·((%~"!(0'f~'~~~MC" ©2014 National Notary Association • www.NationafNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit 'A: Scope of Services 1. Thi(d·party peer review services ill the area of lalld planning, including but not limited to; Local Facility Management Plans. 2. Professional representation at public meetings, as well as attendance as requested at other internal and external meetings. 3. Preparation of memos and reports summarizing findings, includillg incorporating peer reviews performed by other firms. 4. Other duties as directed. Principal Senior II Senior 1 Associate II Associate I Assistant Technician Clerical Standard Hourly Rates $170.00 per hour $145.00 per hour $135.00 per hour $120.00 per Hour $110.00 per hou( $ 90.00 per hour $ 75.00 per hour S 35.00 per hour r?!li license Track Account Ma"ntenance File Search Options Internet Name Attention Address I ~. ---.... -...... -------,_ .-J ST W Zip ,..-Busmess ,-. Mailing I~;<=!>-=:~= r- r Business Attributes I Account Notes J Contacts I Approvals J Contact code Ucense fre guE:;ncy Owner code I C -:c. p·xatJon Contact Tel!4?hone I ~o :.:; 'rEILEK :. .... ss:Jc> ::I· 5J :025-:.:..: Start date iration Issued date lo:s c-20os o::J ,. -. -.~ ., -• r= _j 'o2/23x ·,..,;...15 --!--'---. """ Location code I j -cc.de r.c;.t a " lab :: r =:::1 r " r Help Account = 1220059 .,.... ...... J1UI ry-) Current Status: 1(.\ Licensed lr--------~u~-~--s-e~P~a~y~me~n~~. MaM Group Ext SSN I Cease date I - Current due so.oo Not Asstgned I Contractor = I , .. =Em~ Business subtype r Home8a5ed NAICS Contractor Type Language I English • SEN FEIN 1---~ "-· ..::f'_-• _ _y_•~#':' Parcel ;:: BEAN suo r • ~R CERTIFICATE OF UABILITY INSURANCE I QAlG . """'''''"~ ~=~1'-~•~v ' . ~-~,:;,,;;.{~ ~~~~~ ! (iii i '~kn I THl! IssUiNG I ·~· ~'.:."-~··.:~~ ·-·"'! .... ~~-)\~~:!~~ .... '" ~~ "'"""' 11M Pi1I'JI\IXIER -~---- l..eaW.>w !Al.wm~ --!llEi6l ' soo w.. Ma<Jts.)n st. -sune aooo Chle~go, !L GG6r:l1 141<!<;11 II"'" ~1 IN!!Um;() 1-towes. W<~ller & Associates ?.&88 t.o~r A\'0!1U1l E5St SW!o2'!7 Cadsllad. Cl\ 112010 11<-0it I•SIIItCilP. ~ :: ~ :~ !::!".!NSVIW>~~~· 'l'l!!!110EI ~~ ' )(;(,{' -~· ""'·"'"·~ r""' l At.~h.u,..w" ,u,.JI.lF0Jc:ti ·~~ ""··~· •v""" ~,~...., •• i':: <mi<ll'~ .. -fOUCY NU.W!B'~ fOl.J<tl""" ··-. ...., ....m ,...-,,...,,.,. I <>.AA.:s o:.Nlll Ooo::~J~~ DOSS NOT ,<;PI't'f """"· n.~~.[ J~·nLOC ~ . r-1. o=-~: .. 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'!'HE 's'J:A'l'B OF CALU'OlU'f!A (ackUti<:fni.l i nsu:rndl 16~6 far.aday avenue j CA5<LSBlU>, 0. 9 20 i>8 , I I \ I I ; I 1 ' . j i '.?AiO ~ Wit ~. unda; SECTlON '' D~l.V.1JOll!i 0!'-INSUREO, i$ .ama<l.-l t<> ~ as ~·-................... e ..... ~-............ -~ ... ~hitWA:tflliltkl ~of~ ~J]e'ffoJmt<O ~cnz J;mxel! ~~ ~ ~ PIQ"Jilald., ~-~ · simi ~; ~ !ll"!>e<t b a e!l!im ~ o-"' ->"~ e~far drmlWJS !!:;tv-*fteh ~ou , ~Wied . Tha~ L--~ l)alowap~El!lloj vtr.en ~le ;;m '7." in fue b.:ll<. I ! f& P.lltaily ln'3l.~. Thal!lslr~· 11Hba~orn;llnstn'11 Gho'."!l ~.e $hal t.a . ~ill1i>Jfl!l~$.. All¥:111~ ... ~flw~lllStm!dsh&ibtH;n~ ~~lo~pro;Ode(j ~ \ M<fsV3~~$~- -- \ ! ! I --~· ... ---------.. -., ____ ., __ ,.. .... ··-··---··--····· --~ ·-···· --- \ \ i ·····-·····--........... . ., ............. ---·· ..... ····· . -· ---~-.... -_..,.......... .. _... •... ·- i l I 1 ' j I ; l ! I I ( I i ; l I ! ' I ' \ Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Thirty thousand dollars ($30,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed Thirty thousand dollars ($30,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the ''Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combjnatjon thereof. 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 4/1115 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 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. 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 line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 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. 1 0.1.2 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. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 3 City Attorney Approved Version 4/1/15 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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 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. 4 City Attorney Approved Version 4/1/15 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For Citv: For Contractor: Name Glen Van Peski Name Stan Weiler Title CED -Director Title Princi~al Dept Community & Economic Address 2888 Loker Avenue East, Ste. Development 217 CITY OF CARLSBAD CARLSBAD, CA 92010 Address 1635 Faraday Avenue Phone 760-929-2288 X402 Carlsbad, CA 92008 Email stanweiler@hw~lanning.com Phone 760-602-2783 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 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 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 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 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 5 City Attorney Approved Version 4/1/15 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 City at the 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 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 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 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 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 6 City Attorney Approved Version 4/1/15 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. Executed by Contractor this 8~ day of tvla; , 20.1.5..._. CONTRACTOR By:~ .. ~ (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By:& i JIM City anaQer OrM}cror Division Director as authorized by the City Manager P/,~J~(/ ~,j/o~<; ,Sf'C~f/,';7 (print name/title) ATTEST: By:~ ~ ~ B BARAEN L=w1-s ~~ cJe/L-6'"/l.. £r~ City Clerk (print rllme/title) "' '/ 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 .m..Y!! attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. B ER, City Attorney 7 City Attorney Approved Version 4/1/15 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 0t>sf\) D\tc.~O ) ) On J'WV.~ 4, },Q IS before me, ~ I! M 0bntS, fdof-c<~ Dub/l,.. Date Here Insert Name and Title of the 0 1cer personally appeared Le_,_t.JfS ,:::-_k 1\~ \Vee lte{ a,:Jd. iJ.lcJw} b±loUJ.O 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 hefstte/they executed the same in hisLber/their authorized capacity(ies), and that by ~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. -----------------------------------------------------------OPTIONAL----------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Doc~ment: (Y\atje( 4B (-e~ Document Date: ______ _ Number of Pages: -::f.-Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner - 0 Limited 0 General 0 Partner -[J Limited 0 General 0 Individual [J Attorney in Fact 0 Individual [l Attorney in Fact 0 Trustee l~ Guardian or Conservator 0 Trustee LJ Guardian or Conservator 0 Other: _____________ _ 0 Other: _______________ __ Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit 'A' Scope of Services 1. Third-party peer review services in the area of land planning, including but not limited to; Local Facility Management Plans. 2. Professional representation at public meetings, as well as attendance as requested at other internal and external meetings. 3. Preparation of memos and reports summarizing findings, including incorporating peer reviews performed by other firms. 4. Other duties as directed. Principal Senior II Senior I Associate II Associate I Assistant Technician Clerical Standard Hourly Rates $170.00 per hour $145.00 per hour $135.00 per hour $120.00 per Hour $110.00 per hour $ 90.00 per hour $ 75.00 per hour $ 35.00 per hour Donna Heraty From: Donna Heraty Sent: Friday, May 22, 2015 3:12 PM 'stanweiler@hwplanning.com' Shelley Collins To: Cc: Subject: REQUIRED CONFUCT OF INTEREST Resolution No. 2015-050.pdf Attachments: To Whom It May Concern: You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code-Resolution No. 2015-050, the employee(s) of your company that work directly with city staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim- Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Position Disclosure • Your "Assuming Office" date for this filing is May 19, 2015. • Even if there are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 IS DUE IN THE CITY CLERK'S OFFICE BY 5:00 PM, JUNE 19, 2015. Mailing Address: City Clerk's Office. 1200 Carlsbad Village Drive, Carlsbad, CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents you may use as reference: • FAQ: Form 700 Disclosure • Local Gift Fact Sheet In addition, when your contract with the City of Carlsbad is completed, the consultant/vendor that filed the Assuming Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. **Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013. 1 If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC} at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. ~ -..({' ·~ ClP' Ql CARLSBAD Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 www.carlsbadca.gov P: 760-434-2808 F: 760-720-6917 donna. heraty@ca rlsbadca .gov Please consider the environment before printing this e-mail 2