HomeMy WebLinkAboutUMSTOT PROJECT & FACILITIES SOLUTIONS; 2014-05-08; PEM1091PEM1091
AGREEMENT FOR PROFESSIONAL PROJECT ANALYSIS SERVICES
(UMSTOT PROJECT & FACILITIES SOLUTIONS, LLC)
*THIS AGREEMENT is made and entered into as of the O day of
/y\/^ \/ , 2014, by and between the CtTY OF CARLSBAD, a municipal
C(^rporation/("City"), and UMSTOT PROJECT & FACILITIES SOLUTIONS, a California limited
liability company, ("Contractor").
RECITALS
City requires the professional services of a professional project analyst that is experienced
in post-project review and analysis. 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 five hundred dollars
($2,500). 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 Sen/ices 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 underthe 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 sun/ive the expiration or early termination of this Agreement.
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6. INSURANCE
Contractor will obtain and maintain poiicies of commercial general liabiiity 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 rating in the Best's Key Rating guide of at
least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line
Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least 'A:X", in an amount
ofnot less than one million dollars ($1,000,000) each, unless othenwise authorized and approved
by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding
Professional Uability, which will be written as claims-made coverage. The insurance will be in
force during the life of this Agreement and will not be canceled without thirty (30) days prior written
notice to the City by certified mail. City will be named as an additional insured on General Liability
which shall provide primary coverage to the City. Contractor will furnish certificates of insurance
to the Contract Department, with endorsements to City priorto City's execution of this Agreement.
7. 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.
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 civii penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq.. and Carisbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Cartsbad to terminate this
Agreement.
11. JURISDICTIONS AND VENUE
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.
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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 temis and conditions ofthis Agreement.
CONTRACTOR
UMSTOT PROJECT & FACILITIES
SOLUTIONS, a California limited liability
company
By:
CITY OF CARLSBAD, a municipal
corporation of the State of California
^sign here)
(print name/title)
By:
(sign here)
(print name/titie)
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, ttie corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
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APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
By:
Assistant City Attdfney
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EXHIBIT "A"
SCOPE OF SERVICES
Umstot Project & Facilities Solution, LLC will provide professional analysis of the design-build
process of the recently completed Alga Norte Park project for the City of Carisbad.
Sen/ices will include:
1. A two (2) hour pre-meeting with Civic Projects Manager, Patrick McGarry, to discuss the
topics that will be reviewed in the stakeholder meeting.
2. A two to three (2-3) hour City of Carisbad stakeholder meeting at a predetermined. City of
Carisbad location, time and date. The stakeholder meeting will entail an in-depth review
ofthe overall constmction process, including procurement method, project execution, and
overall project outcome. The meeting is to be a forum for an exchange of ideas,
expression of concems and development of potential pathways to solutions to address
these concems. The meeting is not intended to solve specific issues.
3. A follow-up meeting with public works leadership to recap the process and outcome of the
stakeholder meeting.
City Attorney Approved Version 1/30/13