HomeMy WebLinkAboutHunsaker & Associates; 2009-09-23; PWENG722PWENG722
AGREEMENT FOR SURVEYING AND MAPPING SERVICES
(HUNSAKER & ASSOCIATES SAN DIEGO, INC.)
THIS AGREEMENT is made and entered into as of the 7^** day of
20.il, by and between the CARLSBAD PUBLIC FINANCING
AUTHORITY, a joint powers authority, ("CPFA"), and HUNSAKER & ASSOCIATES
SAN DIEGO, INC., a California corporation, ("Contractor").
RECITALS
A. CPFA requires the professional services of an experienced engineering,
survey, and mapping firm to assist with final mapping for its Carlsbad City Golf Course,
The Crossings at Carlsbad, hereafter the "Project".
B. Contractor has the necessary experience in providing professional
services and advice related to the services required by the CPFA.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to CPFA and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CPFA and Contractor agree as follows:
1. SCOPE OF WORK
CPFA retains Contractor to perform, and Contractor agrees to render, those services
(the "Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two (2) years from the date
first above written. The CPFA Executive Director may amend the Agreement to extend it
for an additional one (1) year periods or parts thereof in an amount not to exceed ten
thousand dollars ($10,000) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, CPFA's needs, and appropriation of
funds by the CPFA Board of Directors. The parties will prepare a written amendment
indicating the effective date and length of the extended Agreement.
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4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be seventeen thousand three hundred dollars ($17,300). No other compensation for
the Services will be allowed except for items covered by subsequent amendments to
this Agreement. Incremental payments, if applicable, should be made as outlined in
attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
CPFA. Contractor will be under control of CPFA only as to the result to be
accomplished, but will consult with CPFA as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees
of CPFA for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. CPFA will not make any federal
or state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. CPFA 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 CPFA within thirty (30) days for any tax,
retirement contribution, social security, overtime payment, unemployment payment or
workers' compensation payment which CPFA 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 CPFA's election, CPFA 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 CPFA. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to CPFA 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 CPFA. 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 CPFA.
8. OTHER CONTRACTORS
CPFA reserves the right to employ other Contractors in connection with the Services.
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9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the CPFA and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense CPFA
incurs or makes to or on behalf of an injured employee under the CPFA'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-:VN". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless CPFA's Council or CPFA's Executive Director approves a lower amount. These
minimum amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. CPFA, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for CPFA). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
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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 CPFA's
satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
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 CPFA will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to CPFA sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to CPFA's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
CPFA.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then CPFA 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 CPFA to obtain or maintain insurance and CPFA 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. CPFA 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
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representative of CPFA 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 CPFA. 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 CPFA.
Contractor will have the right to make one (1) copy of the work product for Contractor's
records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CPFA
and Contractor relinquishes all claims to the copyrights in favor of CPFA.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of CPFA and on behalf of Contractor under this Agreement.
For CPFA:
Name Skip Hammann
Title Special Projects Director
Department City Manager's Office
City of Carlsbad
Address 1200 Carlsbad Village Drive
Carlsbad. CA 92008
Phone No. 760-434-2856
For Contractor:
Name_
Title
Douglas B. Stroup
Manager of Land Surveying
Hunsaker & Associates San Diego, Inc.
Address 9707 Waples Street
San Diego. CA 92121
Phone No. 858-558-4500
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
CPFA will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City of Carlsbad's Conflict of Interest
Code is required of Contractor or any of Contractor's employees, agents, or
subcontractors. Should it be determined that disclosure is required, Contractor or
Contractor's affected employees, agents, or subcontractors will complete and file with
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the Carlsbad City Clerk those schedules specified by CPFA and contained in the
Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the CPFA an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or CPFA will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the CPFA
Executive Director. The CPFA Executive Director will consider the facts and solutions
recommended by each party and may then opt to direct a solution to the problem. In
such cases, the action of the CPFA Executive Director will be binding upon the parties
involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
CPFA may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If CPFA decides to abandon or indefinitely postpone
the work or services contemplated by this Agreement, CPFA 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 CPFA and all
work in progress to CPFA address contained in this Agreement. CPFA will make a
determination of fact based upon the work product delivered to CPFA and of the
percentage of work that Contractor has performed which is usable and of worth to
CPFA in having the Agreement completed. Based upon that finding CPFA 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 CPFA, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to CPFA. 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. CPFA 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, CPFA 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
CPFA 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 CPFA, 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 CPFA 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
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on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for CPFA 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 CPFA
and Contractor and their respective successors. Neither this Agreement or any part of it
nor any monies due or to become due under it may be assigned by Contractor without
the prior consent of CPFA, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
HUNSAKER & ASSOCIATES
SAN DIEGO, INC., a California
corporation
*By:
(sign here)
CARLSBAD PUBLIC FINANCING
AUTHORITY, a joint powers
authority
Executive Director or President of
the Board of Directors
or Authorized Signatory
(print name/title)
(e-mail address)
By:
(sign here)/
(print name/title)
LORRAINE M.
Clerk of the Board
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
"Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, Special Counsel
Special Counsel lo the Board
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EXHIBIT "A'
SCOPE OF SERVICES
Itemized List of what Contractor will do for City and at what price.
H&A
Line
No.Description
5230 1. Process the City of Carlsbad Golf Course Final Map through
the City of Carlsbad to recordation. Includes addressing City
plan check comments by Frank Jimeno returned to Hunsaker &
Associates San Diego, Inc. on December 18, 2008.
5160 Process one Carlsbad Municipal Water District easement
through the City of Carlsbad. Assumes no substantial changes
to the configuration of the easement as submitted to the City of
June 17, 2008.
9340 3. Set final monuments for the boundary, lot corners, and
sidelines of public right-of-way, as called for on the final map.
TOTAL
$ 2,500
$800
$ 14,000
$17,300
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