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HomeMy WebLinkAboutSouthcoast Design dba San Diego Office Design; 2015-08-17;AGREEMENT FOR SPACE AND OFFICE DESIGN SERVICES SOUTHCOAST DESIGN GROUP, INC. DBA SAN DIEGO OFFICE DESIGN THIS AGREEMENT is made and entered into as ofthe >1 dav of August, 2015, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and SOUTHCOAST DESIGN GROUP, INC. DBA SAN DIEGO OFFICE DESIGN, a California S-Corporation, ("Contractor"). RECITALS A. City requires the professional services of a design and construction oversight firm that is experienced in space and office design. B. Contractor has the necessary experience in providing professional services and advice related to space and office design. C. 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 Southem Califomia 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 (1) from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one-year period or parts thereof. 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 ofthe extended Agreement. 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 perfonned during the initial Agreement term will be twenty-eight thousand eight hundred and fifty dollars ($28,850). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000) per Agreement year. 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". City Attorney Approved Version 4/1/15 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 Sen/ices. 9. 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 perfonnance 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, attomey'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 eariy termination of this Agreement. 10. INSUFtANCE 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 v\flth 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-:VII"; OR with a surplus line insurer on the State of Califomia's List of Approved Surplus Line Insurers (LASLI) with a rating City Attomey Approved Version 4/1/15 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarteriy listings report. 10.1 Coveraqe and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager 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 ofthe insurance specified to be canried 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. Ifthe 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 Liabilitv. (if the use of an automobile is involved for Contractor's woric for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liabilitv. Woricers' Compensation limits as required by the California Labor Code. Workers' Compensation 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 Commercial General Uability which shall provide primary coverage to the City. 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 ofthe 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 Coveraqe. ff 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. City Attorney Approved Version 4/1/15 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad 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 cleariy 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 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Glen Van Peski Name Tamara Romeo Title Director Title CEO & Founder Community & Economic Department Development Address 5005 Texas St., Suite 304 City of Carisbad San Diego, CA 92108 Address 1635 Faraday Ave. Phone No. 619-610-9362 Carisbad, CA 92008 Email Tamara@sdofficedesign.com Phone No. 760-602-2783 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 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attomey Approved Version 4/1/15 17. GENERAL COMPUANCE WITH LAWS Contractor will keep fully infonned of federal, state and local lavys 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 at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's sen/ices with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe Immigration Refonn 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 whose services are 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 othenwise 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 vvill be fonwarded 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 v^thin ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded 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 avaiiable to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perfonn the Sen/ices, City may terminate this Agreement for nonperfomiance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the woric or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of tennination. Contractor has five (5) business days to deliver any documents owned by City and all woric 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 ofthe percentage of work that Contractor has perfonned which is usable and of worth to City in having the Agreement completed. Based upon that finding City will detennine the final payment ofthe 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 dosing and deliver it to City. Contractor will be paid for work performed to the tennination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final detennination 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 woricing for Contractor, to solicit or secure this Agreement, and that City Attomey Approved Version 4/1/15 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 firom, 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 othenwise recover, the full amount ofthe 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 ofthe 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 Califomia Government Code sections 12650 ef 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 tmth or falsity of infonnation. 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 administrafive debannent proceeding as the result of which Contractor may be prevented to act as a Contractor on any public woric or improvement for a period of up to five (5) years. Contractor acknowledges debannent by another jurisdiction is grounds for City to terminate this Agreement. 23. JURiSDiCTION AND VENUE Any action at law or in equity brought by either ofthe 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 Califomia, 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 y\flll be binding upon City and Contractor and their respective successors. Neither this Agreement nor 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. ENTIRE AGREEMENT This Agreement, together with any other written document refened 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 Attomey Approved Version 4/1/15 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and wanrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR 3 CSK'-fU/ia t«vpvj4)'cvj CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) (print name/title) /A y.-d M ^ CED Director (Gity Monogor or Mayor- or Divicion Director as authorized by the City Manager)] Glen Van Peski ATTEST: (sign here) (print name/title) BARBARA ENGLCSON 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 firom 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: CELIA A. BREWER, City Attorney ' Assistant City Attorney City Attomey Approved Version 4/1/15 EXHIBIT "A" SCOPE OF SERVICES PHASE 1: DISCOVERY & PRELIMINARY DESIGN This phase constitutes the information gathering portion of design as well as the initial creative application of that information to the redesign of the City of Carlsbad Faraday Center front lobby, customer serving area. This phase will include development of a long-term design (referred to as Long-Term Vision) for the project area as well as the design (refen-ed to as Interim Design) for more immediate needs of the city given two major enterprise technology systems being Implemented in the city. Work to be completed during this phase includes but Is not iimited to: • Weekly phone or email progress updates • One (1) site visit to document existing space, verify critical dimensions, and inventory existing FF&E to be kept for future use • Five (5) total in-person inten/iew sessions at 1.5 hours each (or any negotiated combination of meetings not to exceed 7.5 hours) with key staff from various sub-groups with Planning Department to understand user needs and processes • Department wide questionnaire to ascertain workplace satisfaction • Trade coordination for design work or modifications needed . Three (3) on-site meetings with core project team to include one (1) review of discovery information; two (2) preliminary design review meetings Key deliverables: 1. Schematic designs for Long Temn Vision and Interim Design 2. Infographic representing results of department survey Phase 2 DESIGN DEVELOPMENT & CONSTRUCTION DOCUMENTS This phase includes the finalizing of all the details, specifications of materials, and creation of technical drawings needed to get the initial phase estimated and built appropriately and in accordance with ail local buiiding codes. Options will be finalized and any necessary vendors and suppliers wiil be identified. The City of Carlsbad will be responsible for contracting with necessary vendors and suppliers. By the end of this phase, Contractor wiil assist the City with the purchasing and instailation of your project. Work to be completed during this phase includes but is not limited to: • Weekly phone or email progress updates • Continued trade coordination as needed • Complete design and woricing drawings of modified or new millwork • Budget development & finalization including preliminary and final budgets • Internal codes review • Rendering process for Long-tenn Vision City Attomey Approved Version 4/1/15 • Design, drawing work and construction document development for Interim Design • One (1) on site meeting to review final design for Interim Design, present formal design boards for Long-term Vision, and obtain client sign-off • Initial coordination with city team on permit needs for anticipated work Key deliverables: 1. Preliminary design drawings and construction documents for Interim Design including: o Demo plan o Construction plan o Electrical plan o Floor finish plan o Furniture plan 2. Final construction documents and shop drawings for Interim Design 3. Preliminary & final renderings of Long-term Vision 4. Preliminary & final budgets Phase 3 PROJECT INSTALLATION & MANAGEMENT This phase entails the execution ofthe design & construction ofthe initial phase design. Contractor will facilitate and oversee progress to ensure construction is executed in alignment with the finalized plans produced in Phase 2. Work to be completed during this phase includes but is not limited to: • Phone or email progress updates as necessary • One (1) on site installation supervision • One (1) on site final walk-thru to assist with preparation of punch-list • Assistance with punch list resolution • One (1) post occupancy evaluation Anticipated schedule and budget breakdown Phase Budget Estimated Completion (assuming September 1, 2015 start) Phase 1 $15,444 October 23, 2015 Phase 2 $7,696 November 27, 2015 Phase 3 $2,210 December 18, 2015 The above schedule and budget are estimates and may change as agreed to by City and Contractor. City Attorney Approved Version 4/1/15 CIVIL CODE §1189 A notary public or other officer complefing Siis certificate verifies only the iderrtay of ttie individuai who signed the document to whichthis cerfiftcate is attached, and not Ihe truthfulness, accuraqf, or validity of that document. State of California County- of countynfjm yiL-^;^ } . On k]C}iy^^^7^Vn before me, C\\<V^<\>\ ^aGPX ^ " Date r-^ Here insert Namb-md Tm personally appeared Name(s) ofSigrmrfs) who proved to me on the basts of satisfactory evidence to be the personfs^ whose name^) is/are subscribed fo ihe within instrument and ackiowledged to me fhat he/shefiUmsy^ exeoited the same in hts/her/#w airthori^d capadiyfise); and that by fe^ier/ttt^rsignattireC^on the instrument the person^, or the entiiy upon behalfof which Ifie person^ acted, executed the inslrument. i cerSfy under PENALTY OF PERJURY under the laws of the State of Caliibmia that the foregoing paragraph is true and correct. '-llllll J J^^^ CHRISTINA SNYDER ^^if^^l Commission # 2092972 fl^yH^ Notary Public - California IN^^p/ San Diego County 5 "Ilil .'^y^°f"I'- ^''p'';;'5 Jan 6. 2019^ WITNESS Signatui id aid oftidal seai. Place Notary Seal Above OPTIONAL Though this secffon fe qpSona/, cx>mplefing ^fe infbrm^or) can deteralteration ofthe document or fiaadvient reaaachmerri of ihis form to an unintended document. DescripSon of Attached DociHnent Tri^e or T^e of [dumber of Pages: CapaciiyCes) Claimed by Signer(s) Signer's Name:. DocumentWvaey/s^AV W Ofhimo^ihfent Date: 'W^^iyjjVS, ss: ^ ' '^gnerfs) Ottier Than Named Above: ^A) A: ^"-^— • Corporate Officer — "ntle{s}: ' L_ • Partner — • Umited • General • individuai • Attomey In Fact • Trustee • Guardian or Gonservatcr • Othen Signer is Representing: •. Signer's Name: • Corporate Officer — Tri:le(s): • Partner — • Limited • General • Individual • Attomey iri Fact -• Trustee • Guardian or Conservator • Other: Signer Is Representing: . ©2014 National Notajy Association • www.NatlonalNoiary.o!^ • 1-800-US NOTARY (1-800-876-6827) Item #5907 Donna Heraty From: Donna Heraty Sent: Wednesday, August 19, 2015 2:19 PM To: 'tamara@sdofficedesign.com' Cc: Shelley Collins; Mike Peterson Subject: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carlsbad for space and office design services - // your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the CityofCarlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Ccityof Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carisbad, CA 92008-1949 www.carisbadca.gov 760-434-2917 I Shellev.Collins@caHsbadca.gov Connect^-^/, ,,5 Facebook | Twitter | You Tube | Flickr | Pinterest | Enew/s