HomeMy WebLinkAboutKadie Jensen Johnson & Bodnar; 1998-01-13;OPT/O/VAL AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT i
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ade and entered into as of the Y’ day of
T. Il-n/t.L cc;.‘fi~ , 19 9 , by and between the CITY OF CARLSBAD, a municipal \
corporation, hereinafter referred to as “City”, and Kadie-Jensen, Johnson & Bodnar,
Municipal Financing Consultants, Inc. , hereinafter referred to as “Contractor.”
RECITALS
City requires the services of a municipal financing consultant to provide the
necessary financial advisory services for the formation and financing of Ranch0 Carrillo
Assessment District No. 96-l and Contractor possesses the necessary skills and
qualifications to provide the services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. CONTRACTOR’S OBLIGATIONS
Contractor will provide the City with special tax and financing consulting services in
connection with the Ranch0 Carrillo Assessment District No. 96-l as detailed in Exhibit
A to this agreement.
2. CITY OBLIGATIONS
The City shall provide the Contractor access to City staff and documents and
records as needed by the Contractor to provide the services and agrees to pay the
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contractor as stipulated in Paragraph 4 of this agreement.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt of
notification to proceed by the City.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall not exceed $44,500
as detailed below:
Not to exceed $22,000 for the appraisal work,
Not to exceed $15,000 for the absorption/feasibility study, and
Not to exceed $7,500 for the financial advisory work (hourly rate of $135 per
hour).
No other compensation for services will be allowed except those items covered by
supplemental agreements per Paragraph 7, “Changes in Work “.
Incremental payments, if applicable, should be made as outlined in attached
Exhibit “A.”
5. DURATION OF CONTRACT
This agreement shall extend for a period of two years from date thereof. The
contract may be extended by the City Manager for up to three additional one (1) year
periods or parts thereof, based upon a review of satisfactory performance and the City’s
needs. The parties shall prepare extensions in writing indicating effective date and
length of the extended contract.
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6. PAYMENT OF FEES
Payment of approved items on the invoice shall be mailed to the Contractor
within 30 days of receipt of the invoice.
7. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Contractor or the City may request a change
in contract. Such changes shall be processed by the City in the following manner: A
letter outlining the required changes shall be forwarded to the City by Contractor to
inform them of the proposed changes along with a statement of estimated changes in
charges or time schedule. A Standard Amendment to Agreement shall be prepared by
the City and approved by the City according to the procedures described in Carlsbad
Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render
ineffective or invalidate unaffected portions of the agreement.
6. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any
company or person, other than a bona fide employee working for the 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
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from, the award or making of this agreement. For breach or violation of this warranty,
the City shall 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 such fee, commission, percentage, brokerage fees, gift, or contingent fee.
9. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarding
nondiscrimination.
10. TERMINATION OF CONTRACT
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the other party. In the event of such suspension or termination,
upon request of the City, the Contractor shall assemble the work product and put same
in order for proper filing and closing and deliver said product to City. In the event of
termination, the Contractor shall be paid for work performed to the termination date;
however, the total shall not exceed the fee payable under paragraph 4. The City
Manager shall make the final determination as to the portions of tasks completed and
the compensation to be made.
11. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the City must be
asserted as part of the contract process as set forth in this agreement and not in
anticipation of litigation or in conjunction with litigation. The Contractor acknowledges
that if a false claim is submitted to the City, it may be considered fraud and the
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Contractor may be subject to criminal prosecution. The Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act, 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 the City of Carlsbad seeks
to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney’s fees. The Contractor acknowledges that the filing
of a false claim may subject the Contractor to an administrative debarment proceeding
wherein the Contractor may be prevented to act as a Contractor on any public service
contract for a period of up to five years. The Contractor acknowledges debarment by
another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor for
the selection process.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference.
e .a (Initial)
12. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor’s own
way as an independent contractor and in pursuit of Contractor’s independent calling,
and not as an employee of the City. Contractor shall be under control of the City only
as to the result to be accomplished, but shall consult with the City as provided for in the
request for proposal. The persons used by the Contractor to provide services under this
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agreement shall not be considered employees of the City for any purposes whatsoever.
The Contractor is an independent contractor of the City. The payment made to
the Contractor pursuant to the contract shall be the full and complete compensation to
which the Contractor is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Contractor or his/her employees or subcontractors. The
City shall not be required to pay any workers’ compensation insurance or
unemployment contributions on behalf of the Contractor or his/her employees or
subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax,
retirement contribution, social security, overtime payment, unemployment payment or
workers’ compensation payment which the City may be required to make on behalf of
the Contractor or any employee or subcontractor of the Contractor for work done under
this agreement or such indemnification amount may be deducted by the City from any
balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Reform
and Control Act of 1986 and shall comply with those requirements, including, but not
limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and Consultants that are included in this agreement.
13. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all final reports to conform to all applicable
requirements of law: federal, state and local. Contractor shall provide all necessary
supporting documents, to be filed with any agencies whose approval is necessary.
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rev. 4/19/96
Contractor agrees to allow City or its designated representative to monitor, audit,
review, and examine the methods, procedures, and results of Contractor.
14. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as herein
required are the property of the City, whether the work for which they are made be
executed or not. In the event this contract is terminated, all documents, plans,
specifications, drawings, reports, and studies shall be delivered forthwith to the City.
Contractor shall have the right to make one (1) copy of the plans for his/her records.
15. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of the work
pursuant to this contract shall be vested in City and hereby agrees to relinquish all
claims to such copyrights in favor of City.
16. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorney 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, except where caused
by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad.
Contractor shall at his own expense, upon written request by the City, defend
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any such suit or action brought against the City, its officers, officials, employees and
volunteers. Contractor’s indemnification of City shall not be limited by any prior or
subsequent declaration by the contractor.
17. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies
due thereunder without the prior written consent of the City.
18. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this
contract by the Contractor, Contractor shall be fully responsible to the 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 contract shall
create any contractual relationship between any subcontractor of Contractor and the
City. The Contractor shall bind every subcontractor and every subcontractor of a
subcontractor by the terms of this contract applicable to Contractor’s work unless
specifically noted to the contrary in the subcontract in question approved in writing by
the City.
19. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this agreement, shall become directly or indirectly interested personally in
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this contract or in any part thereof. No officer or employee of the City who is authorized
in such capacity and on behalf of the City to exercise any executive, supervisory, or
similar functions in connection with the performance of this contract shall become
directly or indirectly interested personally in this contract or any part thereof.
20. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City, either before, during or after the execution of this contract, shall affect or modify
any of the terms or obligations herein contained nor entitle the Contractor to any
additional payment whatsoever under the terms of this contract.
21. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all
terms, conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
22. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
23. CONFLICT OF INTEREST
The Contractor shall file a conflict of interest statement with the City Clerk in
accordance with the requirements of the City’s conflict of interest code incorporating
Fair Political Practices Commission Regulation 18700 as it defines “consultant.” The
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disclosure category shall be category 1. Contractor hereby acknowledges that
Contractor has the legal responsibility for complying with the Political Reform Act and
nothing in this agreement releases Contractor from this responsibility.
24. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract 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 work
hereunder by the contractor, his agents, representatives, employees or subcontractors.
Said insurance shall be obtained from an insurance carrier admitted and authorized to
do business in the State of California. The insurance carrier is required to have a
current Best’s Key Rating of not less than “A-V” and shall meet the City’s policy for
insurance as stated in Resolution No. 91-403.
A. Coveraoes and Limits.
Contractor shall maintain the types of coverages and minimum limits
indicated herein, unless a lower amount is approved by the City Attorney or City
Manager:
1. Comprehensive General Liability Insurance. $1 ,OOO,OOO combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply
separately to the work under this contract or the general aggregate shall be twice the
required per occurrence limit.
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2. Automobile Liability (if the use of an automobile is involved for
contractor’s work for the City). $1 ,OOO,OOO combined single-limit per accident for bodily
injury and property damage.
3. Workers’ Compensation and Employer’s Liability. Workers’
Compensation limits as required by the Labor Code of the State of California and
Employer’s Liability limits of $1 ,OOO,OOO per accident for bodily injury.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all policies
excluding Workers’ Compensation.
2. The contractor shall furnish certificates of insurance to the City
before commencement of work.
3. The contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of the agreement and
any extension thereof and shall not be canceled without 30 days prior written notice to
the City sent by certified mail.
5. If the contractor fails to maintain, any of the insurance coverages
required herein, then the City will have the option to declare the contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order that the required coverages may be maintained. The contractor is
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rev. 4/19/96
. JAN-l 4-96 NED 10 : 04 CITY OF CARLSBAD FINANCE FAX NO, 1604346164 . P, 13
responsikk for any payments made by the City to obtain or maintaii su& insurance
and the City may oolkct the samt3 from the oantractor or deduct the amount paid fmm
any sums due the contractor under this agreement.
25. RESPONSlBLE PARTIES .
The name of the persons who are authorbed to give written notices or to receive
written noticq on behalf of the City and on behaff of the Contra& In connectiMI with
thf3 foregoing are as follows;
For City: Title F;lnance Director
Name Lisa Hlldabrand
Address 1200 Carlsbad Village Drive
For Contractor:
Contractor shall obtain and maintain a city of Carl&ad Business License for the I
duration of the corttrack
2?. ENTIRE AGREEMENT
This agrmnt, together with any &x!r written document referred to or
con~mplakd herein, embody the Mire agreement and understanding Mween the
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.
parties relating to the subject matter hereof. Neither this agreement nor any provision
hereof may be amended, modified, waived or discharged except by an instrument in
writing executed by the party against which enforcement of such amendment, waiver or
discharge is sought.
Executed by Contractor this day of 819 -.
CONTRACTOR:
(name of Contractor)
By:
(sign here)
(print name/title)
By:
(sign here)
CITY OF CARLSBAD, a municipal
ALETHA i. RAUTENKRANZ \
City Clerk
(print name/title)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY Ad?+ t-s%q
-city Attorney/*/a -7%
&&u&uq 23 resr- bate ’
(Proper notarial acknowledgment of execution by Contractor must be attached.)
rev. 4/l 9/96
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. JAN-14-98 WED IO:05 . CL’ OF CARLSBAD FlNfNCE FAX NO. 7804348164 P. 14
parties relating to the subjec4 ma&r hereof. Neither ti~is agreement nor any provision
hereof may be amended, modified, waiv~l or discharged except by an instrument in
writing executed by the party against which enfwwnent of such amendment, waiw Or
discharge is sought.
Executed by Contractor this /GM dayof T&tiU@fy , 199% *
CONTRACTOR:
aid? (CT- 3Gw-Gfi/
‘J-i, tf /L’SOlt/ e @OJ&qf2
(name of CtMractor)
CITY OF CARLSBAD, a municipal corporation of tie 5tM.e of California
By: City Manager
ATTEST:
( CdrfL Kfw&- T5ezxx.7
(print nameltitle} ALETHA L. RAUTENKRANZ City Clerk
3y: (sign here) Date
(print nafn~ltl0)
APPROVED AS TO FORM:
RONALD R. BALL
City Attcrrney
Iproper notmid fabn&e&mnt of execution by contratior must W 23tWwcl.J
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State of I . ,I - . j-i\\ c,
r
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personally appeared 1 Name(s) of Signer(s)
P
rsonally known to me
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 his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
d and official seal.
A Signature of Not& Public
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Document Date: SW i@ ! I? 48
tJ
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i3 Corporate Officer
Title(s):
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Signer Is Representing:
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Signer’s Name:
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Title(s):
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0 Attorney-in-Fact
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0 Other:
Signer Is Representing:
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0 1996 Natwal Notary Association l 8236 Remmet Ave., P.O. Box 7184 * Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll-Free 1-9U~-aro-baz~