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HomeMy WebLinkAboutJustice & Associates Inc; 2008-07-11;AGREEMENT FOR HEAVY ON-ROAD DIESEL EQUIPMENT CONSULTING SERVICES Justice & Associates, Inc. THIS AGREEMENT is/nade and entered into as of the / [^ > day of . ^\ JiOlA ^ . 20C&, by and between the CITY OF CARLSBAD, a municipal corporaaon, ("City)*), and Justice & Associates, Inc., a Fleet Consultant, ("Contractor"). RECITALS City requires the professional services of a Fleet Consultant that is experienced in providing recommendations for compliance with California Air Resources Board Heavy On-road Diesel Equipment Regulations. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be Not to Exceed Three Thousand dollars ($3,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, City Attorney Approved Version #05.06.08 employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII 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", in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version #05.06.08 14. 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 'By:/>*. (sign here) (print name/title) (e-mail address) (sign here) (print name/title) / RLSBAD,/£ mnicipalCITY OF corporation o By: ATTEST: CORRAlKfE M. WOOD City Clerk (e-mail adoress) 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: RO L, City Attorney Deputy City Attorney City Attorney Approved Version #05.06.08 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California of 10$County On 0* personally appeared before me, } Here Insert Name anr/Title c5f the Officer IAO Name(s) of Signer(s) LASHON JAMES-MAJOR" I COMM. #1500035 z Notary Public • California g Los Angeles County - Coim Expires Jul. 12.2006 f who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are- subscribed to the within instrument and acknowledged to me that he/she/they executed the same in-kis/her/ttietf authorized capacity(ies), and that by-hts/her/trrerr signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS mvkhand and official seal. •w-*' Signatures^ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: / /Document Date: wl/^fIf>I I Signer(s) Other Than Named Above: htf ft €0.1/^1 ^ fA tJl?S-&fl . Number of Pages:. Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer —Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENTiasjBS@s@s@s@s@ejsSii State of California County of On JUK1£ Date personally appeared before me, He're Insert Name and Tftle of the Officer £ . Name(s) of Signer(s) BRENDA J.WRIGHT J Coain.f1552298 5 NOTARY PUHIC-CAUFOMM WaC I Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(p) whose name(g) is/£fe subscribed to the within instrument and acknowledged to me that he/s^:^e/they executed the same in his/hefftheir authorized capacity(ies), and that by his/hor/thcir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(#) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hanc Signature' OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: A6H&€ETUgTM Document Date: >JUUg; <4-; -7cog> fofc-Ok)P&DtTWP>4T Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual •Ji Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402• www.NationalNotary.org Item #5907 Reorder: CallToll-Free 1 -800-876-6827 ON-R^D DIESEL£ONSULTING SERVICES "EXHIBIT "A" CITY OF CARLSBAD JtiStiCS &. Associates 4155 Outer Traffic Circle Long Beach, CA 90804-2111 562,961,3494 Fax 562.9613493 www.justiceassociafes.com 1401 S.Arvtlle St., Suite J Las Vegas, NV 89102-053? 702.822.2111 Fax 702,822.2113 April 29,2008 City of Carlsbad Public Works Department 2480 fanpala Drive Carlsbad, CA 92010 Attention: Dale A, Schuck Public Works Superintendent Subject: Quote for Environmental Services Dear Mr. Schuck: Per your request, I am submitting the following information regarding Justice & Associates* fees to assist the City of Carlsbad (the City) deal with the municipality diesel regulation (California Code of Regulation Section 2022) affecting your on-road vehicles. CAEB - Ota-Road. Vehicle Regulation for Municipalities The City of Carlsbad has a total of thirty on~road vehicles that are diesel fired and may be subject to the regulation. The first deadline for municipalities to comply with was December 31, 2007. Well need some information from the City on the rated weight of each vehicle and additional details on the vehicles and the engines. Justice & Associates is prepared to assist in gathering this information. Justice & Associates will perform the following tasks identified in Table 1, Table 1 Service Determine all vehicles subject to the regulation Determine what retrofit systems are verified for all of the vehicles subject to the regulation Work with the City in developing a compliance plan for all vehicles subject to regulation Obtain three bids for vehicles to be retrofit (If Necessary) Assist in getting labels manufactured and installed (If Necessary) Prepare Recordkeeping Forms Sub-Total Cost $330,00 $330.00 $495.00 $330.00 $165.00 $1,155,00 $2,805.00 • HEAVY ON-ROAD DIESEL CONSULTING SERVICES "EXHIBIT "A" CITY OF CARLSBAD Justice & Associates Justice & Associates* services are generally provided on a time and materials basis. We have suggested these budgets based on our experience with similar projects. If we encounter some unforeseen issues, we can determine at that time if the scope of the projects needs to be changed and discuss it with you before proceeding. Justice & Associates can initiate this work upon receipt of the signed Authorization to Proceed as presented below. Execution of the Authorization to Proceed acknowledges the City of Carlsbad's agreement to the fee rates presented above. If there are any portions that you wish to have deleted, please let us know and we will update the proposal. If you have any questions regarding this proposal, please give me a call at (562) 961- 3494. SineerelM, Ricardo Flares Justice & Associates Authorization to Proceed Signature Date Name (Please Print)Title