HomeMy WebLinkAboutKrenek Design Group Architectural Corporation; 2006-02-03; PWGS208RATIFICATION OF AMENDMENT N0.4 TO EXTEND AND AMEND AGREEMENT
FOR ARCHITECTURAL DESIGN AND PLANNING CONSULTANT SERVICES
Krenek Design Group Architectural Corporation
PWGS208
Amendment No. 4 is entered into as of the =7 dt day
of , 2010, but effective as of the third
day of February, 2010, extendhdg and amending the agreement dated February 3, 2006 (the
"Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Krenek
Design Group Architectural Corporation, ("Contractor") (collectively, the "Parties").
RECITALS
A. On March 1, 2007, the Parties executed Amendment No. 1 to the Agreement to
extend and fund the agreement for one year; and
B. On February 12, 2008, the Parties executed Amendment No. 2 to the Agreement
to extend and fund the agreement for one year; and
C. On April 3, 2009, the Parties executed Amendment No. 3 to the Agreement to
extend and fund the agreement for one year; and
D. The Agreement, as amended from time to time expired on February 3, 2010 and
Contractor continued to work on the services specified therein without the benefit of an
agreement.
E. The Parties desire to extend the Agreement for a period of one year ending
February 3, 201 1.
F. The Parties have negotiated and agreed to extend the agreement with no
changes to the scope of work or fee schedule.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The retroactive extension and amendment of the Agreement is ratified.
2. That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on February 3, 2011, on a time and materials basis
not-to-exceed One Hundred Thousand dollars ($100,000. With this ratification to extend and
amend, the total annual Agreement amount shall not exceed One Hundred Thousand dollars
($100,000).
3. Contractor will complete all work by February 3, 2011
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
City Attorney Approved Version #05.22..01
5.
Agreement,
Amendment.
All requisite
as may have
insurance policies to be maintained by the Contractor pursuant to the
been amended from time to time, will include coverage for this
City Attorney Approved Version #05.22..01
2
6. All requisite individuals executing this Amendment and the instruments
referenced in it on behalf of Contractor each represent and warrant that they have the legal
power, right and actual authority to bind Contractor to the terms and conditions of this
amendment.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
/--
I mere)
(print nameltitle)
k;~berIq@
(e-dil address)
/cGv'/d M- d(Wb/C. ff~
(print nameltitle)
/(E c//d& KRE~/&~ES/GN(W
(e-mail address)
ATTEST:
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
Othetwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
City Attorney Approved Version #05.22..01
3
AMENDMENT NO.3 TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL
DESIGN AND PLANNING CONSULTANT SERVICES
Krenek Design Group Architectural Corporation
PWGS208
O frfJThis Amendment No. 3 is entered into and effective as of the \=? _ day
of _ jaAjJ? _ , 2008, extending and amending the agreement
dated February 3; 2006 (the "Agreement") by and between the City of Carlsbad, a municipal
corporation, ("City"), and Krenek Design Group Architectural Corporation, ("Contractor")
(collectively, the "Parties") for Architectural Design and Planning Consultant Services
(PWGS208).
RECITALS
A. On March 1, 2007, the Parties executed Amendment No.1 to the Agreement to
extend and fund the agreement for one year; and
B. On February 12, 2008, the Parties executed Amendment No. 2 to the Agreement
to extend and fund the agreement for one year; and
C. The Parties desire to extend and fund the Agreement for a period of one year
ending on February 3, 2010.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on February 3, 2010 and by February 3 of any
subsequent years on a time and materials basis not-to-exceed One Hundred Thousand dollars
($100,000).
2. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
4. The individuals executing this Amendment and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
*By:
CITY OF
corporation c
(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 CFQ or Assi
Sorrptniy.
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:
RONALCLR. BALL, City Attorney
Deputy City Attorney
City Attorney Approved Version #05.22.01
REQUEST FORM - AUTO LIABILITY
FACTORS IN SUPPORT OF REQUEST TO MODIFY AUTOMOBILE INSURANCE
REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s) entirely.
Requested by: Heidi Versteeg - PW/GS March 25. 2009
(Name and Department) (Date)
The proposed modification(s) to the insurance requirement for PWGS208 - Architectural Design and Planning
Consultant Services is:
(Name of contract)
I | Coverage in the amount of:
£<] Request to Waive Any Auto Requirement
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
I | Category Assumption(s) NA: Category assumptions are not applicable, [explain]*
No Auto Use Required: All work is done off-site and/or requires no use of an automobile.* [this is not
necessary if evident in scope of work]
Amount of driving required: Occasional meetings with staff or one/few site visits for a service such as
maintenance.*
Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product.*
Significance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain:
include number of candidates RFP sent to and number responded if applicable]*
Contract Amount/Term of Contract: $100,000.00. Work will be completed over a period of 1 yr
Other*:
""Employment" below must be completed.
[X] Employment: There is a negligible chance that the City will be liable for damages related to a vehicle
accident because the risk of a finding that the Contractor is employed by the City is negligible, [explain]
Krenek Design Group performs as-needed architectural and design services for the General Services Division
for Park and Facilities projects. The majority of work is performed in their office. Occaisional site visits are
required for pre-design surveys and construction support. The firm does not own any automobiles. It is
difficult for services providers to obtain "Any Auto" coverage when they don't acutally own automobiles.
The firm does have automotive insurance endoresed for "Hired Autos" and "Non-Owned Autos". All other
insurance quality requirements are in accordance with the Contract Requirements. There is little evidence to
support a claim that Krenek Design Group is an employee of the City of Carlsbad.
Approved by City Attorney for this contract onW\J^^^^^~ *3TM
(Signature) (Date)
AMENDMENT NO.2 TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL
DESIGN AND PLANNING CONSULTANT SERVICES
Krenek Design Group Architectural Corporation
PWGS208
.This Amendment No.2 is entered into and effective as of the [~x _ day
of _3ro ^^Xxvrx i\»- ^— _ • 2008' extending and amending the agreement
dated^February 3721)06 ftrTeT"Agreement") by and between the City of Carlsbad, a municipal
corporation, ("City"), and^renek Design Group Architectural Corporation, ("Contractor")
(collectively, the "Parties") for Architectural Design and Planning Consultant Services
(PWGS208).
RECITALS
A. On March 1, 2007, the Parties executed Amendment No.1 to the Agreement to
extend and fund the agreement for one year; and
B. The Parties desire to extend and fund the Agreement for a period of one year
ending on February 3, 2009.
C. The Parties have negotiated and agreed that all services and fees will remain
unchanged.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1 . That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on February 3, 2009 and by February 3 of any
subsequent years on a time and materials basis not-to-exceed One Hundred Thousand dollars
($100,000).
2. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL
DESIGN AND PLANNING CONSULTANT SERVICES
Krenek Design Group Architectural Corporation
This Amendment No. 1 is entered into and effective as of the J_ day of
Liff)aAJC'j^\ , 200.Q_, extending and amending the agreement dated
February 3, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal
corporation, ("City"), and Krenek Design Group Architectural Corporation, ("Contractor")
(collectively, the "Parties") for Architectural Design and Planning Consultant Services.
RECITALS
A. The Parties desire to extend and fund the Agreement for a period of one year.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1 . That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on February 3, 2008 on a time and materials basis
hot-to-exceed One Hundred Thousand dollars ($100,000).
2. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
3. The individuals executing this Amendment and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
**B
(sign here)
(print name/title)
\*f&-
(e-rrfail address)
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
City Manager or Mayor
ATTEST:
tOR
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
'Group A.
Chairman,
President, or
Vice-President
"Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
J' —»' « '- ~m ' m 'i^ •• *Heputy CityAttorne;
City Attorney Approved Version #05.22.01
REQUEST FORM - AUTO LIABILITY
FACTORS IN SUPPORT OF REQUEST TO MODIFY AUTOMOBILE INSURANCE
REQUIREMENT^)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s) entirely.
Requested by: Dale A.Schuck PW/GS February 15.2007
(Name and Department) (Date)
The proposed modification(s) to the insurance requirement for Architectural Design and Planning Consultant
Services . is:
(Name of contract)
[[^Coverage in the amount of: $
E<3 Waiver of Any Auto Endorsement
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
riCategory Assumption(s) NA: Category assumptions are not applicable, [explain]*
Automobile Liability - NR: Injury or property damage as the result of a vehicle accident. Contractors make one
or few visits, such as to perform monthly or annual maintenance functions. Where there may be an exposure for a
determination of employment with the City, such as when a contractor is a sole proprietor and we are the only
client, the standard insurance requirement may apply or proof of coverage as required by the DMV should be
provided at a minimum
|~lNo Auto Use Required: All work is done off-site and/or requires no use of an automobile.* [this is not necessary
if evident in scope of work]
^Amount of driving required: Occasional meetings with staffer one/few site visits for a service such as
maintenance.*
[""[Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of
completing the scope of work and the quality of the work-product.*
nSignificance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain: include
number of candidates RFP sent to and number responded if applicable]*
IXJContract Amount/Term of Contract: $100,000.00. Work will be completed over a period of One Year.*
DOther*
* "Employment" below must be completed.
^Employment: There is a negligible chance that the City will be liable for damages related to a vehicle accident
because the risk of a finding that the Contractor is employed by the City is negligible, [explain] Krenek Design
Group performs as-needed architectural and design services for the General Services Division for Park and
F:\Gen Services\Professional Service Agreements\Booth & Suarez Arch. Services\01-30-06 Krenek Any Auto Waiver.doc
Facilities projects. The majority of work is performed in their office. Occasional site visits are required for pre-
design surveys and construction support. The firm does not own any automobiles. It is difficult for service
providers to obtain "Any Auto" coverage when they don't actually own automobiles. The firm does have
automotive insurance endorsed for "Hired Autos" and "Non-Owned Autos". All other insurance quality
requirements are in accordance with the Contract Requirements. There is little evidence to support a claim that
Krenek Design Group is an employee of the City of Carlsbad. Please consider our request to modify the required
coverage and accept the insurance as submitted.
Approved by City Attorney for this contract only:
(Signature;) (Date)
F^Gen Services\Professional Service Agreements\Booth & Suarez Arch. Services\01 -30-06 Krenek Any Auto Waiver.doc j 7
AGREEMENT FOR AS-NEEDED ARCHITECTURAL DESIGN AND PLANNING
CONSULTANT SERVICES
Krenek Design Group Architectural Corporation
, THIS AGREEMENT is made and entered into as of the 3j;LEL__ day of
j^aiJbA&dlA^ , 20J>J2, by and between the CITY OF CARLSBAD, a municipal
corporation, ("OUy"), and Krenek Design Group Architectural Corporation, a corporation,
("Contractor").
RECITALS
A. City requires the professional services of an Architectural Design and
Planning Consultant that is experienced in Architectural Design and Planning.
B. Contractor has the necessary experience in providing professional
services and advice related to Architectural Design and Planning.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor 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 attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3- TERM
The term of this Agreement will be effective for a period of one-year from the date first
above written. The City Manager may amend the Agreement to extend it for four
additional one-year periods or parts thereof in an amount not to exceed One Hundred
Thousand dollars ($100,000.00) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds
by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
City Attorney Approved Version #04.01.02
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be One Hundred Thousand dollars ($100,000.00). No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this
Agreement. The City reserves the right to withhold a ten percent (10%) retention until
City has accepted the work and/or Services specified in Exhibit "A".
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
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.
9. INDEMNIFICATION
City Attorney Approved Version #04.01.02
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-:V".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
City Attorney Approved Version #04.01.02
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional 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 City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
City Attorney Approved Version #04.01.02
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For Citv: For Contractor:
Name: Greg Clavier Name.
Title: Public Works Manager Title
Department: General Services Address
City of Carlsbad
Address: 405 Oak Avenue Phone No.
Carlsbad, CA 92008
Phone No.: (760) 434-2980
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
City Attorney Approved Version #04.01.02
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
City Attorney Approved Version #04.01.02
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 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
City Attorney Approved Version #04.01.02
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 or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENURE 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.
City Attorney Approved Version #04.01.02
8
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
*By:
CITY OF CARLSBAD, a municipal
>oratio
Manager or Mayor
(print name/title)
(g
ATTEST:
^t^_x
NE
City Clerk
4^\\V <•> O
(print name/title)
^^?f°/feif(e-mail address) "'/,* (* 0,.
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 officers) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Deputy City Attorney
City Attorney Approved Version #04.01.02
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
gs@s@sjsje@sj^3isjsm@e@&sa@s@e^j^i@^
4
s State of California
County of "IbiffiO Iss.
On.
Date
personally appeared
efore me, C~AY\J*J QaU'thl
*Nayw and Title of Officer (e.g..',
fi.fcMtklr&ViHM.
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Name(B)t>( Signers)
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^-proved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) jdare
subscribed to the within Jnstrument and
acknowledged to me tha> hewKe/they executed
the same in hwWer/their authorized
capacity (ies), and that by rys/ber/their
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
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:/? TC\pr^HSSfOM^'S
Document Date:
ViCtS
wfNumber of Pages:.
Signer(s) Other Than Named Above: ]^flKj JL
£(ies) Claimed by Signer
Signer's Name:.
OF SIGNER
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:
C1 ^9QQ National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth. CA 91313-2402 • www.nationalnoiary.org Prod. Nc 5907 Reorder: Call Toll-Free 1 -800-876-6827
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AGREEMENT FOR AS-NEEDED ARCHITECTURAL DESIGN AND PLANNING
CONSULTANT SERVICES
Krenek Design Group Architectural Corporation
EXHIBIT "A"
SCOPE OF SERVICES
1.00 Definitions
1.01 CONTRACT ADMINISTRATOR: The Public Works Manager, General
Services or his authorized representative.
1.02 CITY: The City of Carlsbad.
1.03 CONSULTANT: The Consultants responsible management individual or
his authorized representative.
1.04 PROPOSAL: A fixed cost proposal prepared by the Consultant for work
requested by the Contract Administrator.
1.05 TIME AND MATERIALS: Work performed by the Consultant on an agreed
hourly price per negotiated fee schedule.
2.00 Negotiated Proposal and Acceptance
2.01 The CITY may award work to the CONSULTANT, at the discretion of the
CONTRACT ADMINISTRATOR. New work will be awarded on a
negotiated proposal and acceptance basis as when the CONTRACT
ADMINISTRATOR determines that it is appropriate to negotiate a fixed
price for work in lieu of utilizing unit prices. Payment for Work shall be
performed by negotiated agreement between the CITY and the
CONSULTANT or on a TIME AND MATERIALS basis in accordance with
Section 3.00.
2.02 Prior to performing any work, the CONSULTANT shall prepare and submit
a written proposal including a description of the work, a list of materials,
and a schedule for completion. No work shall commence without written
approval of the CONSULTANT'S proposal by the CONTRACT
ADMINISTRATOR. This proposal is subject to acceptance or negotiation
by the CONTRACT ADMINISTRATOR.
City Attorney Approved Version #04.01.02
10
2.03 All work shall commence on the specified date established and
CONSULTANT shall proceed diligently to complete said work within the
time allotted.
3.00 Time and Materials
3.01 In the event that the CONTRACT ADMINISTRATOR determines that work
requested is of an unknown duration, not easily quantified or the
CONSULTANT'S proposal for work is not approved, the CONTRACT
ADMINISTRATOR reserves the right to perform such work with other
forces or to compel the CONSULTANT to perform the work on a TIME
AND MATERIALS Basis. Invoices for Work on a TIME AND MATERIALS
basis are subject to the CONSULTANT'S negotiated fee schedule
attached to this agreement.
3.02 When a condition exists which the CONTRACT ADMINISTRATOR deems
urgent, the CONTRACT ADMINISTRATOR may verbally authorize the
work to be performed upon receiving a verbal estimate from the
CONSULTANT. However, within forty-eight (48) hours after receiving a
verbal authorization, the CONSULTANT shall submit a written estimate,
consistent with the verbal authorization, to the CONTRACT
ADMINISTRATOR for approval.
3.03 Prior to performing any work, the CONSULTANT shall prepare and submit
a written proposal including a description of the work, a list of materials,
and a schedule for completion. No work shall commence without written
approval of the CONSULTANT'S proposal by the CONTRACT
ADMINISTRATOR. This proposal is subject to acceptance or negotiation
by the CONTRACT ADMINISTRATOR.
3.04 All work shall commence on the specified date established and
CONSULTANT shall proceed diligently to complete said work within the
time allotted.
4.00 Payments and Invoices
4.01 The CONSULTANT shall present monthly invoices, for all work performed
during the preceding month. Said invoice shall include all required
certifications and reports as specified hereinafter. The invoice shall be
submitted on or before the fifth (5th) day of each month in the amount of
the compensation to be paid by the CITY for all services rendered by the
CONSULTANT under the terms and conditions of this CONTRACT. Said
payment shall be made within thirty (30) days upon receiving the invoices,
providing that all work performed during the preceding month has been
inspected and accepted by the CONTRACT ADMINISTRATOR and that
City Attorney Approved Version #04.01.02
11
applicable certifications have been submitted in accordance with the
provisions of this CONTRACT.
4.02 Monthly invoices shall be prepared and submitted in the following format:
Invoice:
Project Account Number Monthly Cost
PROJECT A 0015020-7230 $(AMOUNT)
PROJECT B 0015060-7230 SfAMOUNT)
TOTAL MONTHLY COST $(AMOUNT)
4.03 Invoices for approved TIME AND MATERIALS Work shall be in a format
acceptable to the CONTRACT ADMINISTRATOR, including attachments,
such as copies of suppliers' invoices, which the CONTRACT
ADMINISTRATOR may require to verify the CONSULTANT'S billing.
Invoices for Time and Materials work shall be submitted on separate
invoices. Unless otherwise requested by the CONTRACT
ADMINISTRATOR, one invoice shall be submitted for each discrete and
complete item of TIME AND MATERIALS work.
City Attorney Approved Version #04.01.02
12
EXHIBITS"
KRENEK DESIGN GROUP ARCHITECTURAL CORPORATION 01/24/06
Architectural Fee Schedule for City of Carlsbad contract for the Year 2006:
Architectural
a. Principal Architect meeting/field time $120
(meetings not conducted at KDG offices)
b. Principal Architect/Project Manager $100
(irt'house project management/design time)
c. Draftsperson/CAD Operator $75
d. Clerical $40
Reimbursable Expenses:
Reimbursable expenses are not included in our "Fee". Architectural reimbursable
expenses will be billed at cost plus 15%. Engineering Consultant fees and their
reimbursable expenses are also billed at cost plus 15%. Reimbursable expenses include
Permitting Fees, travel expenses outside San Diego County, costs incurred for long
distance communications, computer aided plotting and reproductions of drawings for
Owner reviews, postage and delivery of drawings, and other documents.
Fees for sub-consultants shall be submitted to the City for pre-approval when required.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
;ssj3»s@s@ej§jia^^
State of California
County of
ss.
On JflfV'o?5'r-tv 2-00(0 before me,
Date .
personally appeared \<\1* O^ty ft.T T
Namejarjd Trtle of Officer (e.g., "Jane Doe, Notary Public")
KevfN '
MMMMMMMWWVWMMMMMWVVVVM
CARYN SOUTHWARD ICOMM. #1612068 4
NOTARY PUBLIC •CALIFORNIA g
SANOEGOCOUNTY -i
i) of Sio.ner(s)
D personally known to me
improved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) ipfare
subscribed to the within instrument and
acknowledged to me that hj^?he/they executed
the same in h/^/t»e*r/their authorized
capacity(ies), and that by hJ^harTtheir
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hai
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:4r^H>'refc4urA/ be&tVl*?plaiMtVid C.
profetft'o***!S&fv(ct$'Pffr£jUn(ittJ
Document Date: _ Number of Pages:
Signer(s) Other Than Named Above: _
city(ies) Claimed by Signer
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:
C 1999 National Notary Association • 9350 De Solo A«., P.O. Box 2402 • Chatsworth. CA 91313-2402 • www.nationalrvolafy.oiQ Reorder: Call Toil-Free 1-800-876-6827