HomeMy WebLinkAboutRBF Consulting; 2008-04-25;AGREEMENT FOR PLACEMAKING EDUCATIONAL SERVICES
RBF Consulting
THIS .AGREEMENT is made and entered into as of the O& _ day of
, 2008, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and RBF Consulting, a Corporation ("Contractor").
RECITALS
City requires the professional services of a contractor that is experienced in placemaking
educational services. 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 four (4) months from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will be two
thousand dollars ($2,000). 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,
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
City Attorney Approved Version #1 1 .28.06
rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred
thousand dollars ($500,000) 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
and Automobile 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 sea., 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 #11.28.06
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
RBF Consulting
"By:
Al Zelinkav
Vice Preside?
Planning and Design
azelinka@rbf.com
**By:
Douglas^. Pros
Execu1jfv|6 Vice President & CFO
dfrost@rbf.com
CITY OF CARLSBAD, a municipal
corporatic\n of the State of California
By:
ATTEST:
LORRAINE M. WOOD
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:
RON , City Attorney
OeputyCity Attorney
City Attorney Approved Version #11.28.06
EXHIBIT "A'
CONSULTING
September 8, 2006
Ms. Sandy Holder, Director
Community Development Department
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
RE: Placemaking Educational Services
Dear Sandy:
Thank you for the opportunity to submit this proposal for providing placemaking services
for the Proposition D Citizens Liaison Committee Committee. This proposal includes site 1
visit and in-person meeting with City staff, preparation, presentation delivery, travel time
and expenses for RBF Consulting to provide 30-40 minutes of educational presentation on
April 28, 2008, to the Committee and other attendees (during the Committee's 6:00 - 8:00
PM "Synthesizing Workshop for Cannon Road Ag Lands" located at 1635 Faraday Avenue,
Room 173). The presentation will be provided through the use of a visually rich PowerPoint
presentation, as well as handout materials as appropriate.
A tentative outline for the presentation may entail:
:00 - :05 Placemaking: What It Is and What It Can Mean
:05 - :10 A Framework for Placemaking
:10 - :15 Placemaking Examples
:15 - :30 What If? For Cannon Road Ag Lands
:30 - :40 Questions and Answers
Terms and Conditions:
1. The fee for the above scope of services outlined above shall be $2,000,
including expenses.
2. Invoices are due net 30 days from date of invoice.
3. Presentation will be delivered by Susan Harden.
4. RBF Consulting will provide the City of Carlsbad with the final presentation
materials
PLANNING • DESIGN • CONSTRUCTION
14725 Alton Parkway, Irvine, CA 92618-2027 • P.O. Box 57057, Irvine, CA 92619-7057 • 949.472.3505 • FAX 949.472.8373
Offices located throughout California, Arizona & Nevada • www.RBF.com
5. RBF Consulting will provide laptop, presentation, and projector
6. If desired by the City of Carlsbad, we can provide copies of "Placemaking on a
Budget" (our recent APA Planning Advisory Service publication) for the
Committee members at a nominal per copy cost.
Thank you again for this opportunity. Please sign this letter and return to our office via
fax at 949-837-4122. Please call me if you have any questions.
Sincerely, Agreed:
RBF CONSULTING CITY OF CARLSBAD
Al Zelinka Sandy Holder
Vice President Director^Community Development
Date 4.4.08 pate