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HomeMy WebLinkAbout1982-04-20; City Council; 6983; City Coastal Conservancy agreementsQUJ 1 CIT. OF CARLSBAD — AGENDA 6ILL AR# k9&3 MTG. 4/20/82 DEPT CM TITLE" CITY-COASTAL CONSERVANCY AGREEMENT, BUENA VISTA LAGOON WATERSHED DPPT HD. CITY ATTY fit^ CITY MGR? J^l O 1 j O OO RECOMMENDED ACTION: Adopt Resolution No. (» &£'(o approving Coastal Conservancy agreements for engineering and legal services. ITEM EXPLANATION: The Coastal Conservancy has requested the City of Carlsbad to act as its contracting agent to provide engineering and legal consultant services in preparation of a physical and legal plan to preserve and protect the Buena Vista Lagoon from damage due to erosion and sedimentation that might occur within its tri-city watershed. The legal contract provides for consultant legal assistance in the prepara- tion of a Joint Powers Agreement or some other type of agreement for adop- tion by Carlsbad, Oceanside and Vista. The engineering agreement provides for retention of a consultant to prepare a program of potential projects which could allow for the control or removal of sedimentation from Buena Vista Creek before reaching the lagoon. The Conservancy has prepared a form of agreement which would allow the City to act as an agent for the Coastal Conservancy but would have most of the review and supervision done by Coastal Conservancy staff. FISCAL IMPACT: The cost of Carlsbad's share of staff work to administer the contract could run as high as several thousand dollars. EXHIBIT: A. Resolution No. (*&£'(* approving attached agreements RESOLUTION NO. 6856 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING COASTAL 2 CONSERVANCY AGREEMENTS FOR ENGINEERING AND LEGAL SERVICES FOR THE BUENA VISTA LAGOON 3 4 WHEREAS, the Coastal Conservancy proposes to prepare a Buena Vista Lagoon 5 Watershed Enhancement Program; and 6 WHEREAS, the Coastal Conservancy has requested the City of Carlsbad to 7 perform as its contractor for the purpose of subcontracting for engineering and 1 8 legal services necessary to prepare the Buena Vista Lagoon Watershed Enhancement 9 Program; 10 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, j 11 as follows: 12 l. That the above recitations are true and correct. 13 2. That the attached agreements labeled Exhibits A and B provide the 14 necessary funds and authority for the City to proceed in subcontracting on 15 behalf of the Coastal Conservancy for the engineering and legal services 16 necessary to prepare the Buena Vista Lagoon Watershed Enhancement Program. 3. That the agreements attached as Exhibits A and B are approved and the 18 Mayor is authorized to sign on behalf of the City. 19 PASSED, APPROVED AND ADOPTED by the City Council at a regular meeting held 20 on the 20th day of April . 1982, by the following vote, to wit: AYES: Council Members Packard, Casler, Anear, Lewis 22 NOES: None 23 ABSENT: Council Menber Kulchin 24 .X-^ v-**'-*- ~ • ' RONALD C. PACKARD, MAYORj 25 ATTEST: 26 / v /• TV ^y/ // / — /— t \ -. _j _ ^^ ~ ^^"^ '>—y. Wli*^-f " ' ' " \ ^-•V^-V-^^ ~ "I ^- x-.-^fc 27 fiLETHA L. RAUTENKRANZ, CITY CLERK 8 (SEAL) STANDARD AGREEMENT STATE OF. CALIFORNIA STD., 2 (REV. I t/75) APPROVED BY THE ATTORNEY GENERAL .day of.19THIS AGREEMENT, made and entered into this in the State of California, by and between State of California, through its duly elected or appointed, qualified and acting [~~[ CONTRAC"P I I STATE Alz-jCY | | DEPT. OF -JEN. SCR. | [ CONTROLLER D D D HTLE OF OFFICER ACTING FOR STATE Executive Officer AGENCY . State Coastal Conservancv NUMBER 81-091 lereafier coded the Stale, and ' City of Carlsbad • • ' • ' •• ' ereo/tcr called the Contractor. ' ' .VITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulations of ie Slat1: lereinafter expressed, does hereby agree to furnish to the State services and materials, as follows: Bet forth stirvice to be rendered by Contractor, amount to be ]>aid Contractor, time for performance or completion, and attach plans and specifications,." my.) SCOPE OF AGREEMENT ." , /.',. ". . V /•':..-:'., '• . . The State Coastal Conservancy (hereafter called the Conservancy) hereby grants to the City of Carlsbad (hereafter called the City) a sum sufficient to pay for the cost of the consultant services which are the subject of this agreement, but not to exceed fifteen thousand dollars ($15,000) in order to provide technical analysis and assistance for development and implementation of the Buena Vista Lagoon Watershed Enhancement Program. The City shall obtain the services of a technical consultant(s) (hereafter called the Subcontractor), subject to conditions contained herein, to perform the tasks stated below for a project area which includes the watershed of the Buena Vista Lagoon. The City may retain different Subcontractors to perform Tasks A and B specified herein. (Continued on Page 3) ., ..': .^..^-. The provisions on the reverse side hereof constitute a part of this agreement. ' '•" • ' IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. STATE OF CALIFORNIA CONTRACTOR State Coastal Conservancy CONTRACTOR UT OTHER THAN AN INDIVIDUAL, STATE. WHETHER * CC*-:«*TION PARTNERSHIP. ETC.) BY (AUTHOR! ZED SIGNATURE) Executive Officer Mo.vor ,-' ADDRESS [CONTINUED O.N .- SHI:ETS. EACH PHAHINC NAME OF c ONTRACTOR)-Ccr 1 s: baiL Depor/mcnf of General Services Use ONLY AMOUNT CNCUMDERBO APPNOPRl AT'ON $ 15,000 Local Assistance UNENCUMBERED DAUANCE CHAPT ER 1930 Bond STATUTES FiSC *~ • E.AR f-UNC TION Resource Enhancement tLNCUMQNANCE LlNC 1 T UM ALLOTMENT Buena _Vir.tfl. l.anoon Vatershad. certify UJJON my own personal knmvhulv," thai limtKcteif funds aMe; for thfr |it;i'i(KJ <iml purpose of (ltd «r.\ju!infiturn titol*,1!/ nhovi.'. T . El. A. NO. SICNATUHE Ol ACCOUNTING OI'flCLIl V ccrlify (lutl nil citiuiilinns f(»r rJxrmiitioj) s<;t fitrtli in Stdl'i At/minisliut:\i! Mnminl Set: . • U'tw lirnu t.'rijMji/icfl wild urn/ (his (iiK'ufitt'iit is exempt ff(»tn rtivitiw \>y tfiu I)CHI. trucn* » f J-.'•*•" •-'. or 01 IICI.M SIC.IJINC. ON oCMAur or THE AGENCY 1.. See below.i/7 ~ Ir-flie-Contractor agrees to indemnify, defend and save harmless the State, itsoHx; and employeesfroirTaTiT-ancLall claims and losses accruing or resu]tnog^e--aTTy^naall contractors, subcontractors, materialmen, labo7erTlmd~aiiy=j2ther--pCT^DTCTn:m or corporation furnishing or supplying %vork, services, matcjjgj5_or--strrjptTesln cormelintJrrvriUi-Uiejperfonnanc-e of this contract, and from anyjuid--ft-H--ctairns and losses accruing or resulting to any pe?soTir-fi«a~Q£_corporation c-d or damaged bv the Contractor in the performance of this contract. 2. The Contractor, and the agents and employees of Contractor, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of State of California. 3. The State may terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination the State may proceed \vith the work in any manner deemed proper by the State. The cost to the State shall be deducted from any sum due the Contractor under this agreement, and the balance, if any, shall be paid the Contractor upon demand. 4. Without the written consent of the State, this agreement is not assignable by Contractor either in whole or in part. 5. Time is the essence of this agreement. • . .'' . •: . > . 6. No alteration or variation of the terms of this contract shall be valid unless made in vrriting and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. . ....'. ; • . 1. The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. ' ,..„ 1. Conservancy agrees to indemnify, defend and save harmless the City, - its officers, agents and employees from any and all claims, losses, damages or liability to persons or property resulting from the work performed by Subcontractor pursuant to this contract, or any contract entered into be- tween City and Subcontractor pursuant to this agreement, or from any of the acts or omissions of Conservancy pursuant to this Contract. City agrees to indemnify, defend and save harmless the Conservancy, its officers, agents and employees from any and all claims, losses, damages, or liability to persons or property resulting from the work performed by the City under this contract. City further agrees to require Subcontractor to hold City and Conservancy harmless from all liabilities which may be imposed on either the City or Conservancy under this contract or any contract entere; into pursuant to this contract. *Insert: "as directed or reviewed and approved by Conservancy" City of Carlsbad Contract No. 81-091 Page 3 Specifically, the City shall retain the Subcontractor to perform the following tasks: A. Analysis and Preparation of a Joint Powers Agreement or Other Legal Instruments Establishing a Program to Implement the Buena Vista Ugoon Watershed Enhancement Program. The Subcontractor shall provide the Conservancy with draft and final docu- ments for implementation of a Watershed Management Program which may be used by the Conservancy and the Cities of Carlsbad, Oceanside, and Vista for the enhancement of the Buena Vista Lagoon. This task will involve the following subtasks: 1. Subcontractor shall review existing Joint Powers Agreement and other legal instruments relating to resource management to which the Cities of Carlsbad, Oceanside, and Vista are parties. 2. Subcontractor shall work with the City Attorneys of the respective cities and Conservancy staff to develop recommendations for a legal framework tc implement the Watershed Management Program, as well as documents to accomplish the recommendations. 3. Subcontractor shall cooperate and consult with the Subcontractor under- taking'Task B, including coordination of meetings, phone calls, and exchange of written memoranda. 4. Subcontractor shall participate in up to eight meetings with City Council representatives, City Engineering staff, members of the Buena Vista Lagccn Foundation, developers, and other interested parties, to refine the pro- posed legal framework. 5. Subcontractor shall prepare documents and procedures necessary to imple- ment a program to manage the watershed of Buena Vista Lagoon. 6. Subcontractor shall propose financing plans for long, term maintenance of erosion and sediment control structures. ., .. ...... .•*-•- .-:•-•--- 7. Subcontractor shall participate in one public workshop to acquaint devel- opers, City staff and other interested parties with the program developed under this contract. 8. Subcontractor shall testify upon request at one public meeting of the City Council in each of the Cities of Carlsbad, Oceanside, and Vista. 9. Subcontractor shall provide copies of all memoranda and work products to the Conservancy. At all times during the performance of these subtasks, the Subcontractor shall cooperate and consult with the staff of the Cities of Carlsbad, Oceanside, a-.d Vista, the staff of the Coastal Conservancy, the Subcontractor hired to perfen Task B and any Subcontractor hired by the City pursuant to Coastal Conservancy Contract No. 81-092, City of Carlsbad Contract No. 81-091 Page 4 B. Review of City Erosion Control, Grading, and Riparian Protection Ordinances and Preparation of Recommendations for Improved Ordinances and Recommendations for Improved Enforcement. The Subcontractor shall provide the Conservancy with draft and final docu- ments of Erosion Control, Grading, and Riparian Protection implementation mechanisms which mav be used by the Conservancy and the Cities of Oceanside, Carlsbad and Vista dS the basis of an implementation program for the Buena Vista Lagoon Watershed Enhancement Program. This task will involve the following subtasks: 1. Subcontractor shall review existing Erosion Control, Grading, and Riparian Protection ordinances now in effect in the Cities of Carlsbad, Oceanside, and Vista. Such review shall include, but not be limited to: a.. Timing of Allowable Grading b. Site Engineering Plan Requirements c. Replanting Requirements d. Enforcement Procedures e. Reporting Procedures f. Bonding and Liability Procedures g. Vegetation Removal Restrictions h. Replanting Requirements for Riparian Corridors i. Monitoring and Maintenance Requirements 2. Subcontractor shall review Erosion Control, Grading, and Riparian Pro- tection ordinances now in effect in other jurisdictions or proposed as model ordinances. 3. Subcontractor shall meet with Conservancy staff, City Council repre- sentatives, City Engineering staff, City Attorney staff, the City's engineering consultants, and other interested parties to develop pro- posals for improved ordinances. 4. Subcontractor shall cooperate and consult with the Subcontractor under- taking Task A, including coordination of meetings, phone calls, and exchange of written memoranda. 5. Subcontractor shall provide technical assistance in the form of draft ordinances to the Cities of Carlsbad, Oceanside, and Vista. 6. Subcontractor shall participate in one public workshop to acquaint developers and citizens with the program developed under this contract. 7. Subcontractor shall testify upon request at one public meeting of the City Council in each of the Cities. 8. Subcontractor shall provide copies of all memoranda and work products to the Conservancy. City of Carlsbad Contract No. 81-091 Page 5 At all times during the performance of these Subtasks, the Subcontractor shall cooperate and consult with the staff of the Cities of Carlsbad, Oceanside, and Vista, the staff of the Coastal Conservancy, the Subcon- tractor hired to perform Task A and any Subcontractor hired by the City pursuant to Coastal Conservancy Contract No. 81-092 HIRING AND ADMINISTRATION City agrees that the Subcontractor shall be hired only after review and final approval by the Executive Officer of the Conservancy. The Conser- vancy staff shall review the qualifications of the potential Subcontractors being considered for selection to perform the work. The review and approval of the Executive Officer of the Conservancy shall be required for any con- tract entered into between the City and Subcontractor under this agreement. Conservancy staff shall have the right to review, critique, and coordinate the work of any contractor retained by the City under this grant. The City agrees to cooperate with the Conservancy staff in the administration of this contract and in any contract entered into pursuant to this contract. WORK PRODUCT AND REPORTS The Subcontractor shall submit a draft report, which shall contain the results and recommendations of Tasks and Subtasks, including memoranda, meeting notes, draft reports, and ordinances to the City on or before August 25, 1932. The City shall forward the report to the Executive Officer of the Conservancy on or before September 1, 1982. A final report, which shall include any comments, corrections, or revisions recommended by the City or the Executive Officer of the Conservancy, shall be submitted by the Subcontractor to the City on or before October 22, 1982. The City shall forward the report to the Executive Officer of the Conservancy on or before October 31, 1982. COST AND PAYMENT 1. Payment made by the Conservancy to the City under the terms of this agree- ment shall be only for execution of those Tasks specified herein which shill be performed by any Contractor retained by the City under the term of this agreement. 2. No payments shall be made by the Conservancy to the City for any work per- formed under this agreement which has not been approved by the Executive Officer of the Conservancy. Such approval shall not be unreasonably with- held and shall be based on the conformance of the work performed to the Task descriptions outlined above. The City shall have no obligation to pay Subcontractor until City receives payment from the Conservancy. 3. Upon satisfactory completion of the Subtasks described above in the "SCOPE OF AGREEMENT", the Conservancy agrees to grant the City the sums specified in this paragraph but, not to exceed fifteen thousand dollars ($15,000). Payment shall be made in several lump sums upon the completion City of Carlsbad Contract No. 81-091 Page 6 of specific work tasks and the approval of the Executive Officer of the Conservancy of that work and submittal of an invoice which contains the name and address of the City, the number of this agreement, the signa- ture of an official authorized by the City to sign such invoices, the date of submittal, the amount of the invoice, and an itemized descrip- tion of all work for which payment is required. Additionally, the invoice shall be accompanied by any invoices or other sources documents from any Subcontractor(s) hired by the City to complete the Tasks or Subtasks identified under the "SCOPE OF AGREEMENT", Payment for any work shall be made only for actual costs incurred in completing the given Task(s). Task A Upon Completion of Subtasks 1, 2, 3 $2,500 Upon Completion of Subtasks 4, 5, 6 $2,000 Upon Completion of Subtasks 7, 8, 9 $3,000 Task B Upon Completion of Subtasks 1, 2, 3 $2,500 Upon Completion of Subtasks 4, 5 $2,000 Upon Completion of Subtasks 6, 7, 8 $3,000 SCHEDULING HEARINGS AND MEETINGS The Consultant agrees, whenever feasible, to schedule meetings in coordi- nation with the Cities of Carlsbad, Oceanside, and Vista to improve the degree of cooperation between the Cities and the Subcontractor, TERM OF THIS AGREEMENT The term of this agreement is from April 2 to November 18, 1982. During this term, either party may terminate this agreement for cause providing seven days written notice to the other party. In the event of such termi- nation, the City and the Conservancy shall take whatever measures are necessary to prevent further costs under this agreement. The Conservancy shall pay to the City any amounts necessary to cover the cost of the'Tasks completed at the time of termination. COORDINATOR . . . • • Scott McCreary is designated Project Coordinator for this agreement and any agreement entered into between the City and Subcontractors) pursuant to this agreement. RESOLUTION The signature of the Executive Officer on the first page of this agreement certifies that at its January 14, 1982 meeting, the Conservancy authorized City of Carlsbad Contract No. 81-091 Page 7 the expenditure of funds not to exceed $15,000 for the development of legal instruments including a Joint Powers Agreement, and the review and prepara- tion of improvements to ordinance(s) as part of the Buena Vista Lagoon Watershed Enhancement Program, for Buena Vista Lagoon, San Diego County. FAIR EMPLOYMENT-PRACTICES The attached "Fair employment Practices Addendum" is an integral part of this agreement. AVAILABILITY TO TESTIFY During the term of this agreement, and for a reasonable period of time thereafter, a designated employee of the City shall be available to testify, upon reasonable notice and not more than two times, before the Conservancy concerning the progress of its work under this agreement. The City shall require that its Subcontractors be similarly available to testify. APPROVALS This agreement is exempt from review by the Department of General Services, the Department of Finance, and the State Personnel Board. RESPONSIBILITY OF CITY The City shall not be responsible for the quality of work performed by the Subcontractor. City of Carlsbad Contract No. 81-091 Page 8 FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this contract, the Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex*, age*, national origin, or physical handicap*. Th= Contractor will take affirmative action to ensure that applicants are employed, and that emoloys^s are trsatec during employment, without regard to their race, color, religion, ancestry, sex*, age*; national oric'n, or physics handicap*. Such action shall include, but not be limited to, the following: employment, upgrac ig, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other for~s of corrper- sation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous places, avail- able to employees and applicants for employment, notices to be provided by the State setting forth -he provision: of this Fair Employment Practices section. 2. The Contractor will permit access to his/her records of employment, employment advertiser-ants, applica- tion forms, and other pertinent data and records by the State Fair Employment Practices Comrr;ssion, c' any other agency of the State of California designated by the awarding authority, for the purpose of ir./estigatipn tc ascertain compliance with the Fair Employment Practices section of this contract. 3. Remedies for Willful Violation: (a) The State may determine a willful violation of the Fair Employment Practices pro.ision to have occurred upon receipt of a final judgement having that effect from a court in an acrrion to v.-hic- Contractor was a party, or upon receipt of a written notice from the Fair Employment Practice-! Commission that it has investigated and determined that the Contractor has violated the Fair Employ- ment Practices Act and has issued an order, under Labor Code Section 1426, which has become "ina;, or obtained an injunction under Labor Code Section 1429. (b) For willful violation of this Fair Employment Practices provision, the State shall ha\e the right tc terminate this contract either in whole or in part, and any loss or damage sustained by the State ir securing the goods or services hereunder shall be borne and paid for by the.Contractor and by his/her surety under the performance bond, if any, and the State may deduct from any moneys due or the: thereafter may become due to the Contractor, the difference between the.price named in the contraci and the actual cost thereof to the State. *Sce Labor Code Sections 1411 • 1432.5 for further details. •TO. i STANDARD AGREEMENT STATE OF.GALIFORNI A STD. 2 («EV. 11/75) APPRO BY THE ATTORNEY GENERAL THIS AGREEMENT, made and entered into this . day of.,19. in the State of California, by and between State of California, through its duly elected or appointed, qualified and acting |j CONTRACTOR | | STATE AGENCY | | DEPT. OF GEN. SER. [| CONTROLLER Dnn TITLE OF OFFICER ACTING FOR STATE Executive Officer AGENCY State Coastal Conservancv NUMBER 81-092 hereafter cu/lcd tho Stulo, and : -.. ."•••'• .'I.1':-'' . • !.-•.:''..: :i' '• ' . ' ' herea/ter called tho Contractor. ' •' W1TNESSETH: That the Contractor for nd in consideration of the covenants, conditions, agreements, and stipulations of the State hereinafter expressed, does hereby agree to furnish to the State services and materials, as follows: (Set forth service to bo rendered by Contractor, amount to be paid Contractor, time for performance or completion, and attach plans und specifications, if any.) SCOPE OF AGREEMENT '"' ' '.: ., -:''l . ... v/J''' ,""•''," ....' -•.', .". ,." 'V " ,:. ' ~ The State Coastal Conservancy (hereafter called the Conservancy) hereby grants to the City of Carlsbad (hereafter called City) a sum sufficient to pay for all of the consultant ser- vices specified in this agreement, but not to exceed twenty-five thousand dollars ($25,000) in order to provide engineering analysis and specifications for the implementation of the Buena Vista Lagoon Watershed Enhancement Program. The City shall retain an engineering consultant (hereafter called the Subcontractor) subject to conditions contained herein, to perform the tasks stated below for a project area which shall include the Buena Vista Lagoon watershed. (Continued on Page 3) The provisions on the reverse side hereof constitute a part of this agreement. •..-•> . ••• IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. STATE OF CALIFORNIA CONTRACTOR AGENCY State Coastal Conservancv CONTRACTOR (IF OTHER THAN AH INDIVIDUAL, STATE WHETHER A PARTNERSHIP. ETC.) BY (AUTHORIZED SIGNATURE)BY tAU,VR"OR>'ZED SIGN.ATU.RE> TITLE Executive Officer ADDRESS (CONTINUED ON SHEETS, EACH BEARING NAME OF CONTRACTOR!City of Carlsbad Dcparfmenf of Genera/ Services Use ONLY AMOUNT F. N c u M u t* n E D $ 2S,000 APPRO PHI ATI ON Local Assistance UNENCUMbEDED BALANCE CHAPTER FUN D 1980 Bond Act STATUTES ADJ. INCREASING ENCUMBRANCE $ FUNC TION Resource Enhancement ADJ. DtCR t AilNQ INCUMURANCE t-INi: ITEM ALLOTMENT Buena Vista Lagoon Watershed I liorrljy codify upon my own pcr.snmil Ki>mvJ{:<lK<! ''"'* lni<l>!i!ti!cl fcnxls din (iinlld.Mc filr Ilir: /,IMIIH| (Hid [HifpoMi of 111'! I'XpcniiiInn; slrilr-if (jlxn T.tl.A. T4O. ilCNATUKK OF ACCOUN1ING OKFICLH DATE iiiriiliy crrlify lluil oil cnnililidn.'i |ur >vvi:in|>(joii si:l fnrlli in Stulii A'liiiiiiistrnlivn Muiiiinl S''. t;..a !;il'( liinv l«!i!n <:oni|>lii>il ivilli mill l/iis ilni innrnl is cvrinfil (roi:i niviow liy III" OcpfirliinMil nf I'.-i :n.r. SICNATUItC Of Of I ICI1M MCNINfe ON HI.'M A L I OF T11 i: ACil.NCY 1. See below. >r agrees to indemnify, defend and save harmless the State, itsoffic£is—agents" and employees fronTTm^^ndjJ^dairns and losses accruing or resjjjJMrj^to^rry"lfnoral! contractors, I subcontractors, materialmcn, laborers alTd-ftnA^ojIicF-peTson, firm or corporation furnishing or j supplying work, services, matCTials-dr-snpplTes in conneclToii-wthjJbejperformance of this contract, and from a n)LJUv4--nif "claims and losses accruing or resulting to any pmoTr^fi«ruQr_cprporation who^Tnaybe injurcd_or damaged by the Contractor in the performance of this contract. 2. The Contractor, and the agents and employees of Contractor, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of State of California.. • •. •-.'<•.- 3. The State may terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. The cost to the State shall be deducted from any sum due the Contractor under this agreement, and the balance, if any, shall be paid the Contractor upon demand. ... 4. Without the written consent of the State, this agreement is not assignable by Contractor either in whole or in part. 5. Time is the essence of this agreement. 6. No alteration or variation of the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. • 7. The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, less otherwise expressly so provided. : • • • 1. Conservancy agrees to indemnify, defend and save harmless the City, its officers, agents and employees from any and all claims, losses, damages or liability to persons or property resulting from the work performed by Subcontractor*pursuant to this contract, or any contract entered into between City and Subcontractor pursuant to this agreement, or from any of the acts or omissions of Conservancy pursuant to this Contract. City agrees to indemnify, defend and save harmless the Conservancy, its officers, agents and employees from any and all claims, losses, damages or liability to persons or property resulting from the work performed by tha City under this contract. City further agrees to require Subcontractor to hold City and Conservancy harmless from all liabilities which may be impose: on either the City or Conservancy under this contract or any contract entered into pursuant to this contract. *Insort: "as directed or reviewed and approved by Conservancy" City of Carlsbad Contract No. 81-092 Page 3 Specifically, the City shall retain the Subcontractor to perform the following tasks: 1. Subcontractor shall review available technical literature on erosion, sedimentation, and fluvial processes in the Buena Vista Lagoon watersheds. 2. Subcontractor shall compile maps, aerial photographs, and engineering draw- ings which would be useful in the identification of sites for erosion and sediment control structures.. 3. Subcontractor shall identify development projects in the construction or planning stages which provide potential opportunities for construction of erosion and sediment control structures in conjunction with the development project on the site. 4. Subcontractor shall identify and map sites suitable for erosion and sediment control structures, including but not limited to stilling basins, culverts, weirs, and other structures. 5. Subcontractor shall develop recommendations for the emplacement of sediment and erosion control structures. 6. Subcontractor shall refine recommendations and develop specific engineering specifications, including working drawings for the structures recommended. 7. Subcontractor shall develop time and cost estimates for maintenance of erosion and sediment control structures. 8. Subcontractor shall coordinate with the City's legal consultants hired under Conservancy Contract No. 81-091 to develop a maintenance program for the structures. 9. Subcontractor shall attend one workshop to present the program developed under this contract to representatives of the Cities of Carlsbad, Oceanside, and Vista, developers, members of the Buena Vista Lagoon Foundation, and other interested parties. •-•••' ••• •'•••' . - -- • <• • •'" 10. Subcontractor shall testify upon request at one public meeting of the City Council in each of the Cities of Carlsbad, Oceanside, and Vista. At all times during the performance of these tasks, the Subcontractor shall cooperate and consult with the staff of the Cities of Carlsbad, Oceanside, and Vista, the staff of the Conservancy, and any Subcontractors hired by the City pursuant to Coastal Conservancy contract No. 81-092. HIRING AMD ADMINISTRATION City agrees that the Subcontractor shall be hired only after review and final approval by the Executive Officer of the Conservancy. The Conservancy staff shall review the Qualifications of the potential Subcontractors being City of Carlsbad Contract No. 81-092 Page 4 considered for selection to perform the work. The review and approval of the Executive Officer of the Conservancy shall be required for any contract entered into between the City and Subcontractor under this agreement. Con- servancy staff shall have the right to review, critique, and coordinate the work of any contractor retained by the City under this grant. The City agrees to cooperate and consult with the Conservancy staff in the adminis- tration of any contract entered into pursuant to this agreement. WORK PRODUCT AND REPORTS The Subcontractor shall submit a draft report, which shall contain the results and recommendations of Tasks and Subtasks, including memoranda, meeting notes, draft reports, and ordinances to the City on or before August 25, 1982. The City shall forward the report to the Executive Officer of the Conservancy on or before September 1, 1982.. A final report, which shall include any comments, corrections, or revisions recommended by the City or the Executive Officer of the Conservancy, shall be submitted by the Subcontractor to the City on or before October 22, 1982. The City shall forward the report to the Executive Officer of the Conservancy on or before October 31, 1982. COST AND PAYMENT ' • .. Payments made by the Conservancy to the City under the terms of this agreement shall be only for execution of those Tasks specified herein which shall be performed by any contractor retained by the Agency under the term of this agreement. No payments shall be made by the Conservancy to the City for any work performed under this agreement, which has not been approved by the Executive Officer of the Conservancy. Such approval shall not be unreasonably withheld and shall be based on the conformance of the work performed to the Task descriptions out- .lined above. The Conservancy agrees to grant the City a sum sufficient to pay for the cost of consultant services specified herein but not to exceed twenty-five thousand dollars ($25,000). Payment shall be made in several lump sums upon the comple- tion of specific work tasks and the approval of the Executive Offieer'of the Conservancy of that work and submittal of an invoice which contains the name and address of the City, the number of this agreement, the signature of an Official authorized by the City to sign such invoices, the date of submittal, the amount of the invoice, and an itemized description of all work for which payment is required. Additionally, the invoice shall be accompanied by any invoices or other sources documents from any Subcontractor(s) hired by the City to complete the Tasks or Subtasks identified under the "SCOPE OF AGREEMENT" Payment for any work shall be made only for actual costs incurred in completing the given Task(s). Upon Completion of Subtasks 1, 2, 3, $5,000 "Upon Completion of Subtasks 4, 5, 6 $12,500 Upon Completion of Subtasks 7, 8, 9, 10 $7,500 City of Carlsbad Contract No. 81-092 Page 5 SCHEDULING HEARINGS AND MEETINGS The consultant agrees, whenever possible, to schedule meetings in coordi- nation with the Cities of Carlsbad, Oceanside, and Vista to improve the degree of cooperation between the Cities and the Subcontractor. TERM OF THIS AGREEMENT The term of this agreement is from April 2 to November 18, 1982, During this term, either party may terminate this agreement for cause providing seven (7) days written notice to the other party. In the event of such termination, the Conservancy and City shall take whatever measures are necessary to prevent further costs under this agreement. The Conservancy agrees to pay to City all amounts necessary to pay the cost of any Tssks completed up to the time of termination, COORDINATOR Scott McCreary is designated Project Coordinator for this agreement and any agreement entered into between the City and Subcontractor pursuant to this agreement. RESOLUTION The signature of the Executive Officer on the first page of this agreement certifies that at its January 14, 1982 meeting, the Conservancy authorized the expenditure of funds not to exceed $25,000 for the engineering assistance to implement the Buena Vista Lagoon Watershed Enhancement Program, for Buena Vista Lagoon, San Diego County. FAIR EMPLOYMENT PRACTICES The attached "Fair Employment Practices Addendum" is an integral part of this agreement. AVAILABILITY TO TESTIFY During the term of this agreement, and for a reasonable period of tir.e there- after a designated employee of the City shall be available to testify, upon reasonable notice and not more than two times, before the Conservancy concern- ing the progress of its work under this agreement. The City shall require tha its Subcontractors be similarly available to testify. APPROVALS This agreement is exempt from review by the Department of General Services, the Department of Finance, and the State Personnel Board. City of Carlsbad Contract No. 81-092 Page 6 RESPONSIBILITY OF THE CITY The City shall not be responsible for the quality of work performed by the Subcontractor pursuant to this agreement or any agreement between City and Subcontractor entered into pursuant to this agreement. City of Carlsbad Contract No. 81-092 Page 7 FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance o1 Ihis contract, the Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex*, age*, national origin, or physical handicap*. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, ancestry, sex*, age*-, national origin, or physical handicap*. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compen- sation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous places, avail- able to employees and applicants for employment, notices to be provided by the State setting forth the provisions of this Fair Employment Practices section. 2. The Contractor will permit access to his/her records of employment, employment advertisements, applica- tion forms, and other pertinent data and records by the State Fair Employment Practices Commission, or any other agency of the State of California designated by the awarding authority, for the purpose of investigation to ascertain compliance with the Fair Employment Practices section of this contract. 3. Remedies for Willful Violation: (a) The State may determine a willful violation of the Fair Employment Practices provision to have occurred upon receipt of a final judgement having that effect from a court in an action to which Contractor was a party, or upon receipt of a written notice from the Fair Employment Practices Commission that it has investigated and determined that the Contractor has violated the Fair Employ- ment Practices Act and has issued an order, under Labor Code Section 1426, which has become final, or obtained an injunction under Labor Code Section 1429. (b) For willful violation of this Fair Employment Practices provision, the State shall have the right to terminate this contract either in whole or in part, and any loss or damage sustained by the State in securing the goods or services hereunder shall be borne and paid for by the.Contractor and by his/her surety under the performance bond, if any, and the State may deduct from any moneys due or that thereafter may become due to the Contractor, the difference between the.price named in the contract and the actual cost thereof to the State. *See Labor Code Sections 1411 • 1432.5 for further details.