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HomeMy WebLinkAbout1982-05-04; City Council; 6991; Consultants agreement for technical analysisCIT OF CARLSBAD — AGENDA, BILL § O 8 AR* 1*111 MTG 5/4/82 OPPT. DEV TITLE: CONSULTANTS AGREEMENT FOR TFPHNTPAI ANALYSIS AND ASSISTANCE CONCERNING BUENA VISTA LAGOON WATERSHED ENHANCE- MFNT PROGRAM OEPT. HD. filTY ATTY\)fVS CITY MGR./jJ^= RECOMMENDED ACTION: Adopt Resolution No. __£jP6_3_ approving agreements between the firms of Sharon L. Gordon and Grattan, Gersick and Karp and the City to provide technical analysis and assistance for development and implementation of the Buena Vista Lagoon Watershed Enhancement Program. ITEM EXPLANATION: The City Council, at its April 20, 1982 meeting, adopted Resolution No. 6856 approving, in part, Agreement No. 81-091 with the State Coastal Conservancy providing for the City to subcontract for technical analysis and assistance for development and implementation of the Buena Vista Lagoon Watershed Enhancement Program. The State Coastal Conservancy con- tacted and provided the names of the two sole-source consultants which have stated they can each accomplish their specified tasks for $7,500. FISCAL IMPACT: The State Coastal Conservancy is providing funding for the two consultants, EXHIBITS: Resolution No. Agreement between the City and Grattan, Gersick & Karp Agreement between the City and Sharon L. Gordon Letter from Sharon L. Gordon Letter from Grattan, Gersick & Karp 1 RESOLUTION NO. 6863 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS BETWEEN THE CITY OF 3 CARLSBAD AND SHARON L. GORDON AND GRATTAN, GERSICK AND KARP FOR TECHNICAL ANALYSIS AND ASSISTANCE CONCERNING BUENA VISTA LAGOON WATERSHED ENHANCEMENT PROGRAM 5 6 WHEREAS the City of Carlsbad and the State Coastal Conservancy have agreed for the providing of the technical analysis and assistance for 8 development and implementation of the Buena- Vista Lagoon Watershed Enhance- ment Program; and 10 WHEREAS, the State Coastal Conservancy has made contact with and I 11 provided names of the two sole-source consulting firms which have stated 12 they can each accomplish their specified tasks.for $7,500. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad, as follows: 15 1. That the above recitations are true and correct. . • 2. That the attached agreements will provide the required services in the appropriate manner from funding provided by the State Coastal Conservancy. I8 3. That the attached agreements are approved and the Mayor is authorized to sign on behalf of the City. 20 i PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of 21 the City of Carlsbad held the 4th day of May 1982, by the following 22 vote, to wit: 23 AYES: Council Members Packard, Casler, Anear, Lewis and Kulchin 24 NOES: None 25 ABSENT: None 26 //'/ 2? / / / ' ' ' 28 / / / 1 2 3 4 * RONALD C. PACKARD, Mayor 5 ATTEST: 6 7 ALETHA L. RAUTENKRANZ, City cterk\ 8 (SEAL) 10 12 13 14 15 16 17 19 20 21 22 23 24 25 26 27 28 AGREEMENT FOR PROVIDING TECHNICAL ANALYSIS. AND ASSISTANCE FO.R DEVELOPMENT AND IMPLEMENTATION OF THE BUENA VISTA WATERSHED ENHANCEMENT PROGRAM THIS AGREEMENT, made and entered Into as of the' day of 1982, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and SHARON L.. GORDON, a legal consultant, hereinafter referred to as "Consultant". W IT N E S S'ET'H : WHEREAS the City has entered into a contract with the California Coastal Conservancy whereby City agrees to retain a technical consultant to provide necessary technical assistance for development and implementation of tr,s Buena Vista Lagoon Watershed Enhancement Program, a copy of said contract is attached hereto as Exhibit A, and - ' WHEREAS, Consultant possesses the necessary skills and qualifications to provide the services required by the Conservancy pursuant to the agreement between the Conservancy and City, • NOW, THEREFORE, the parties hereunto agree as follows: The Consultant shall provide the City of Carlsbad and the Conservancy v.'ith draft and final documents 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. Consultant shall review existing Joint Powers Agreements and other legal instruments relating to resource management to which the Cities of Carlsbad, Oceanside, and Vista are parties, . 2. Consultant shall work with the City Attorneys of the respective cities and Conservancy staff to develop recommendations for a legal framework to imple- ment the Watershed Management Program, as well as documents to accomplish the recommendations, 3. Consultant shall cooperate and consult with the Consultant undertaking Task B of Contract No. 81-091 between the State Coastal Conservancy and the City, if different than self, including coordination of meetings, phone calls, and exchange of written memoranda. 4. Consultant shall participate in up to eight meetings with City Council representatives, City Engineering staff, members of the Buena Vista Lagoon Foundation, developers, and other interested parties, to refine the pro- posed legal framework. . . 5. Consultant shall prepare documents and procedures necessary to implement a program to manage the watershed of Buena Vista Lagoon. 6. Consultant shall propose financing plans for long term maintenance of erosion and sediment control structures. 7. Consultant shall participate in one public workshop to acquaint developers, City staff and other interested parties with the program developed under this contract. , 8. Consultant shall testify upon request at one public meeting in each, of the Cities of Carlsbad, Oceanside, and Vista, the9. Consultant shall provide copies of all memoranda and work products to City of Carlsbad and the Conservancy. Consultant shall obtain needed documents, legal instruments, and space for meetings from the Cities of Oceanside and Vista, as relating to these Cities. Consultant .shall provide own clerical and duplication services. At all times during the performance of these subtasks, the Consultant shall cooperate and consult with the staff of the Cities of Carlsbad, Oceanrlde, and Vista, the staff of the Coastal Conservancy, the Consultant hired -3 perform Task B and any Consultant hired by the City of Carlsbad to prc/ide engineering analysis and specifications for the implementation of the luena Vista Lagoon Watershed Enhancement Program. ARTICLE II: 'SCOPE OF CITY STAFF RESPONSIBILITIES The City will provide to the Consultant, upon request: 1. Directives,'ordinances, and other legal instruments relating to resaurce management to which the City of Carlsbad is a party, . r 2. Space for meetings, public hearings, and workshop in the City of Carlsbad. 3. Announcements of requested meetings to the City of Carlsbad City C:uncil representatives, City staff, and local news media, as appropriate. 4. Cooperation and coordination with the Consultant in accordance vrith this agreement. ARTICLE III:' PROGRESS AND COMPLETION The work under this agreement will begin upon written notification thst the City and the Consultant have signed the agreement. Extension of time ~ay be granted, if requested with justifiable justification by the Consultant and agreed to in writing by the City and the State Coastal Conservancy. ARTICLE IV: COST AND PAYMENT 1. Payment made by the City to the Consultant under the terms of this agree-en: shall be only for execution of.those Tasks specified herein which shall be . performed by the Consultant. • 2. No payments shall be made by the City to the-Consultant for any wcrk per- formed under this agreement which has not been approved by the Executive Officer of the State Coastal Conservancy. Such approval shall not be 2 unreasonably withheld and shall be based on the conforrnance of the work, performed to the Task descriptions outlined above. The City has no obliga- tion to pay the Consultant until the City receives payment from the State Coastal Conservancy. ' ,; . - 3. Upon satisfactory completion of the Subtasks described above in th= Scope of Consultant Services, the Conservancy will pay the City wha, in turn, agrees to pay the Consultant the sums specified in this agree- ment but, not to exceed seven thousand, five hundred dollars C$7,EC3), Payment shall be made in several lump sums upon the completion of specific work tasks and the approval of the Executive Officer of the . Conservancy of that work and submittal of an invoice to the City which contains the name and address of the City, the number of the State Coastal Conservancy agreement (81-091), 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. 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 $2,500 Upon Completion of Subtasks 4, 5, 6 $2,000 Upon Completion of Subtasks 7, 8, 9 $3,OQQ ARTICLE V: 'WORK PRODUCTS AMD REPORTS The Consultant shall submit a draft report to the City on or before August 25, 1982, which shall, contain the results and recommendations of Tasks and Subtasks, including memoranda, meeting notes, draft reports, and ordinances. A final report shall be submitted by the Consultant to the City on or before October 22 1982, which shall include any comments, corrections or revisions recoir.r.snded : the City or the Executive Officer of the State Coastal Conservancy. The City agrees to forward said reports to the Conservancy as required by Contract No. 81-091 between the City and the Conservancy. ARTICLE VI: HIRING AND ADMINISTRATION \ The Consultant shall be hired only after review and final approval by the Executive Officer of the State Coastal Conservancy. The Conservancy staff shall review the qualifications of the potential Consultant being considered for selection to perform the work. The review and approval of the Executive Officer of the State Coastal Conservancy shall be required for this agreement. Conservancy staff shall have the right to review, critique, and coordinate t'rv: work of the Consultant retained by the City under this agreement. The City has agreed to cooperate with the Conservancy staff in the administration of thi's agreement. ARTICLE VII: SCHEDULING HEARINGS AND MEETINGS The Consultant agrees, whenever faas-ible, 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 Consultant. — 5 3 ARTICLE VIII: COVENANT'AGAINST CONTINGENT FEES The Consultant warrants that he/she has not employed or retained any company .or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant 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 con- tingent upon, or resulting from, the award or making this agreement.. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct frc~ the agreement price or consideration, or otherwise recover, the full amount of such fee, commission., percentage, brokerage fee, gift or contingent fee. ARTICLE IX: .TERM OF THIS AGREEMENT The term of this agreement is 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 termination, the City and the State Coastal Conservancy shall take whatever measures are necessary to prevent further costs under this agreement. The State Coastal Conservancy shall pay to the City any amounts necessary to cover the cost of the tasks completed at the time of termination, as payment, for the Consultant. In the event of the Consultant's failure to prosecute, deliver, or perform ths work as provided for in this contract, the City may terminate this contract for nonperformance by notifying the Consultant by certified mail of-the te^mina- tion of the contract. The'Consul tent, thereupon, has five working days to deliver said documents owned by the City and all work in progress to the City. The City shall make a determination of fact based upon the documents delivered to the City of the percentage of work which 'the Consultant 'has performed which is usable and of worth to the City in having the contract completed. Based upon that finding, as reported to the State Coastal Conservancy5 which shall determine the final payment of the contract, . ARTICLE X: DISPUTES • If a dispute should arise regarding the performance of work under this agree- ment, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such ques- tions, if they become identified as a part of a dispute among persons operating under the provisions of this agreement, shall be reduced to writing by the principal of the Consultant or the City. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the Executive Officer, State Coastal Conservancy for resolution.. The State Coastal Conservancy may then opt to consider the directed solution to the problem. In such cases, the action of the State Coastal Conservancy shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. ARTICLE XI: RESPONSIBILITY OF THE CONSULTANT The Consultant is hired to render a professional service only and any payments made to Consultant are compensation solely for such services Consultant may render and recommendations Consultant may make in the course of this project. Consultant shall certify as to the correctness of all documents submitted. ARTICLE XII: SUSPENSION OR TERMINATION OF SERVICES '' This agreement may be terminated by either party upon tendering 30 days' written notice to t^e other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The State Coastal Conservancy shall make the final determination as to the portions of tasks completed and the compensation to be made. No compensation shall be paid to Consultant until the City receives payment from the Conservancy. ARTICLE XIII: STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent, contractor and in pursuit of Consultant's indepen- dent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the resuTt to be accomplished 'and the personnel assigned to the project, but shall consult with the City, as necessary. ARTICLE X-IV: ' 'CONFORMITY TO'LEGAL REQUIREMENTS ' The Consultant shall cause all documents to conform to all applicable require- ments of law: Federal, State and local. Consultant shall provide the necessary copies of such documents, together with all necessary supporting documents, to be filed with any agencies whose approval is necessary. ARTICLE XV: OWNERSHIP"OF DOCUMENTS ATI plans, studies, sketches, drawings, reports and specifications as herein required are the joint property of the City and the State Coastal Conservancy whether the work for which they are made be executed or not. In the event this agreement is terminated, all documents and related papers shall be delivered forthwith to the City. ARTICLE XVI: HOLD HARMLESS'AGREEMENT The City, its agents, officers and employees and the State Coastal Conservancy shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Consultant's agents, employees or representatives. Consultant agrees to defend, indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any documents, unless the liability or claim is due, or arises out of, solely to the City's negligence. The City shall not be responsible for the quality of v/ork performed by the Consultant. The State Coastal Conservancy has agreed to hold the City harm- less from any damages or liability to persons or property, including but not limited to disputes over payment to Consultant, resulting from the work per- formed by Consultant pursuant to this agreement. • ARTICLE XVII: ''ASSIGNMENT OF CONTRACT : The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. ARTICLE XVII: SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this agreement by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this agreement shall create any contractual relationship between any subcontractor of Consultant and the City, The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this agreement applicable to Consultant's work, ARTICLE XIX: . 'PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept', or approve, or take part in negotiating, making, accepting, or approving of any documents, or any subcontractor in connection with the project, shall become directly or indirectly interested personally in this agreement or in any part thereof. No officer, employee, or attorney, of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in connection with the performance of this agreement shall become directly, or indirectly interested personally in this agreement or any part thereof. ARTICLE XX: VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City*, either before, during, or after the execution of this agree- ment shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this agreement. ARTICLE XXI: SUCCESSORS OR ASSIGNS Subject to the provisions of Article XVI, Hold Harm!ess'Agreement, all terms, conditions, and provisions hereof shall inure to .and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors and assigns. ARTICLE XXII:CONFLICT OF .INTEREST The Consultant shall file a conflict of interest statement with the City Clerk .of the City of Carlsbad. The Consultant shall report under Categories B, D and F of Section 302 of the Conflict of Interest Code.. ARTICLE XXIII: AVAILABILITY TO TESTIFY During the term of this agreement, and for a reasonable period of time there- after, the Consultant shall be available to testify, upon reasonable notice and not more than tv/o times, before the Conservancy concerning the progress of its work under this agreement. ARTICLE XXIV:FAIR EMPLOYMENT PRACTICES The attached "Fair Employment Practices Addendum" is an integral part of this agreement. ' ARTICLE XXV:COORDINATORS Scott McCreary is designated Project Coordinator for the State Coastal Con- servancy, and Lester G. Evans is the City's designated Project Coordinator for this agreement. ARTICLE XXVI: EFFECTIVE DATE: ' • This agreement shall be effective on and from the day and year first above written. IN WITNESS WHEREOF, we haveereunto set our hands and seals. CITY OF CARLSBAD MAYOR ATTEST: BY.; (/ Sharon L". Gordon /_'_'•' Legal Consultant Titles-- "' CITY CLER1 APPROVAL OF CONSULTANT: Mxecut'ive Officer State Coastal Conservancy FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this contract, the Contractor will not discriminate against any employee c-applicant for employment because of race, color, religion, ancestry, sex*, age*, national origin, or physical har.c'^p*. T~.e Contractor will take affirmative action to ensure that applicants are employed, and that employees =-e Irerr.-^d during employment, without regard to their race, color, religion, ancestry, sex*, age*; national origin, I'physi;;! handicap*. Such action shall include, but not be limited to, the following: employment, upgrading, iemoi'.^n or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or oi'n.or forms:," compen- sation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous p ices, av;:'-- 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 advertisement, applics- tion forms, and other pertinent data and records by the State Fair Employment Practices Com miss :n, or any other agency of the State of California designated by the awarding authority, for the purpose of inver.::;ation to ascertain compliance with the Fair Employment Practices section of this contract. 3. Remedies for Willful Violation: (a) The State'may determine 3 willful violation of the Fair Employment Practices pro->'isi:~. to hi.-e occurred upon receipt of a final judgement having that effect from a court in an aclio-. to whirh 'Contractor was a party, or upon receipt of a written notice from the Fair Employmer: Practices Commission that it has investigated ?nd determined that the Contractor has violated the Fc-Empisy- inent Practices Act and has issued an order, under Labor Code Section 1426, which has became fins!, or obtained an injunction under Labor Code Section 1429. (b) For willful violation of this Fair Employment Practices provision, the State shall have i'~s right to • 'terminate this contract either in whole or in part, and any loss or damage sustained by ;~s State in securing the goods or services hereuncier shall be borne and paid for by the. Contractor snc ;y his/^er surety under the performance bond, if any, and the State may deduct from any moneys ~-e or thsi thereafter may become due to the Contractor, the difference between the.price named in tr>e contract and the actual cost thereof to the State. *Sce Labor Code Sections 1411 • 1-132.5 for further details. AGREEMEi:. FOR PROVIDING TECHNICAL ANALY,, .j AND ASSISTANCE FOR DEVELOPMENT AND IMPLEMENTATION OF THE BUENA VISTA WATERSHED ENHANCEMENT PROGRAM THIS AGREEMENT, made and entered into as of the day of 1982, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" and• GRATTAN, GERSICK, KARP, a consultant, hereinafter referred to as "Consultant". WITNESSETH : WHEREAS the City has entered into a contract with the California Coastal Conservancy whereby City agrees to retain a technical consultant to provide necessary technical assistance for development and implementation of the Buena Vista Lagoon Watershed Enhancement Program, a copy of said contract is attached hereto as Exhibit A, and WHEREAS, Consultant possesses the necessary skills and qualifications to provide the services required by the Conservancy pursuant to the agreement between the Conservancy and City, NOW, THEREFORE, the parties hereunto agree as follows:. ARTICLE I: • 'SCOPE OF CONSULTANT SERVICES ' . The Consultant shall provide the City of Carlsbad and the Conservancy with draft and final 'documents of Erosion-Control5 Grading, and Riparian Protection implementation mechanisms which may be used .by the Conservancy and the Cities of Oceanside, Carlsbad end Vista a's the basis of an implementation program for the Buena Vista Lagoon Watershed Enhancement program. This task will involve the following subtasks: . . . 1. Consultant 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. Consultant shall review Erosion Control, Grading, and Riparian Protection ordinances now in effect in other jurisdictions or proposed as model ordinances. 3. Consultant shall meet with Conservancy staff, City Council representatives, City Engineering staff, City Attorney staff, the City's engineering con- sultants, and other interested parties to develop proposals for improved ordinances. 4. Consultant shall cooperate and consult with the Consultant undertaking Task A of Contract No. 81-091 between the City and Consultant if differ- ent than self, including coordination of meetings, phone calls, and exchange of written memoranda. 5. Consultant shall provide proposed draft ordinances to the Cities of Carlsbad, Oceansicie, and Vista. 6. Consultant shall participate in one public workshop to acquaint d-velopers .and citizens with the program developed under-this contract.• ' \ 7. Consultant shall testify upon request at one public hearing in each of the Cities of Carlsbad, Oceanside and Vista. 8. Consultant shall provide copies of all memoranda and work products to the . City of Carlsbad and the Conservancy. Consultant shall obtain needed documents, legal instruments and space for meetings from the Cities of Carlsbad, Oceanside and Vista, as relating to. these cities. Consultant shall provide own clerical and duplication services. At all times during the performance of these Subtasks,- the'Consultant shall cooperate and consult with the .staff of the Cities of Carlsbad, Oceanside, and Vista, the staff of the Coastal Conservancy, the Consultant hired to perform Task B and any Consultant hired by the City pursuant to Coastal Conservancy Contract No. 81-092 . ARTICLE.II: SCOPE OF CITY STAFF RESPONSIBILITIES The City will provide to the Consultant, upon reasonable request: 1. Directives, ordinances and other legal instruments relating to resource management to which the City of Carlsbad is a party. 2. Space for meetings, public hearings, and workshops in the City of Carlsbad. 3. Announcements of requested meetings to the City of Carlsbad City Council representatives, City staff, and local news media, as appropriate. 4. Cooperation and coordination with the Consultant in accordance with this agreement. ARTICLE III: PROGRESS AND COMPLETION The work under this agreement will begin upon 'written notification that the City and the Consultant have signed the agreement. Extension of time ray be granted, if requested with justifiable justification by the Consultant and agreed to in writing by the City and the State Coastal Conservancy. ARTICLE IV: .COST AND PAYMENT 1. Payment made by the City to the Consultant-under the terms of this agree- ment shall be C"<ly for execution of those Tasks specified herein which shall be performed by the Consultant. 2. No payments shall be made by the City to the Consultant for any work per- •formed under this agreement which has not been approved by the Exerutive Officer of the State Coastal Conservancy. The City has no obligation to pay the Consultant until the City receives payment from the State "oasta"; Conservancy pursuant to Contract No. 81-091 between City and the Conser- vancy. 3. Upon satisfactory completion of the Subtasks described above in the Scops of Consultant Services, the Conservancy will pay the City who, in turn, agrees to pay the Consultant the sums specified in this agreement ::jt, net to exceed seven thousand, five hundred dollars ($7,500). Payment shall be made in several lump sums upon the completion of specific work tas-;s and the approval of the Executive Officer of the Conservancy of that w:rk and submittal of an invoice to the City which contains the name and ac~ress of the City,'the number of the State Coastal Conservancy agreement (£";-091), the 'signature of an official authorized by the City to sign such invoices, the date of submittals the'amount of the invoice, and an itemized isscrip- tion of all work for which payment is required. 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 $2,500 ' Upon Completion of Subtasks 4, 5 $2,000 Upon Completion of Subtasks 6, 7, 8 $3,000 . '-. ' . ARTICLE V: WORK PRODUCTS AND REPORTS . The Consultant shall submit a draft report to the City on or before August 25, 1982 which shall contain the results and recommendations of Tasks and Subtasl-.s, including memoranda, meeting notes, draft reports, and ordinances. A final report shall be submitted by the Consultant to the City on or before C:tober 22, 1982, which shall include any comments, corrections or revisions recor:~ended by the City or the Executive Officer of the State Coastal Conservancy. Tr.s City agrees to forward said reports to the Conservancy as required by Contract No. 81-091 between the City and the Conservancy. ARTICLE VI: . HIRING AND ADMINISTRATION The Consultant shall be hired only after review and final approval by the Executive Officer of the State Coastal Conservancy. The Conservancy siaff shall review the qualifications of the potential Consultant being considered for selection to perform the work. The review and approval of the Executive Officer of the State Coastal Conservancy shall be required for this ecreement. Conservancy staff shall have the right to review,-critique, and coordinate the work of the Consultant retained by. the City under this agreement. The City has agreed to cooperate with the Conservancy staff in the administration of this agreement. ARTICLE VII: SCHEDULING HEARINGS AND MEETINGS The Consultant agrees, whenever feasible, to schedule meetings in coordina- tion with the Cities of Carlsbad, Oceanside, and Vista to improve the degree of cooperation between the Cities and the Consultant. ARTICLE VIII: COVENANT AGAINST CONTINGENT FEES The Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid- or agreed to pay any company or person, other than a bona fide employee, any fe=, commission., percentage, brokerage fee, gift, or any other consideration con- tingent upon, or resulting from, the award or making this agreement. For breach or violation of this warranty, the City shall 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 such fee, commission, percentage, brokerage fee, gift or contingent fse. ARTICLE IX: , 'TERM OF THIS AGREEMENT The term,of this agreement is 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 termination, the City and the State Coastal Conservancy shall take whatever measures are necessary to prevent further costs under this agreement. The State Coastal Conservancy shall pay to the City any amounts necessary to cover the cost of the tasks completed at the time of termination, as payment for the Consultant. In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract for nonperformnnce by notifying the Consultant by certified mail of the termina- tion of the contract. The Consultant, thereupon, has five working days to deliver said documents owned by the City and all work in progress to the City. The City shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed v.hich is usable and of worth to the City in having the contract completed. Based upon that finding, as reported to the State Coastal Conservancy, v,hich shall deter- mine the final payment of the contract. ARTICLE X: DISPUTES - If a dispute should arise regarding the performance of work-under this agree- ment, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such ques- tions, if they become identified as a part of a dispute among persons operating under the provisions of this agreement, shall be'reduced to writing by the principal of the Consultant or the City. A copy of such documented dispute shall be forwarded to both parties Involved along with recommended methods of resolution which would be of benefit to both parties. The City or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten days. If the resolution thus obtained is unsatis- factory to the aggrieved party, a letter outlining the dispute shall be for- warded to the Executive Officer, State Coastal Conservancy for resolution. The State Coastal .Conservancy may then opt to consider the directed solution to the problem. In such cases, the action of the State Coastal Conservancy shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. ARTICLE XI: 'RESPONSIBILITY OF THE CONSULTANT The Consultant is-hired to render a professional service only and any payments made to Consultant are compensation solely for such services Consultant may render and recommendations Consultant may make in the course of this project. Consultant shall certify as to the correctness of all documents submitted. ARTICLE.XII: SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering 30 days' written notice to the other party. In the event of such suspension or termi- nation, upon request of the City, the. Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work perforated to the termination date; however, the total shall not exceed the guaranteed total maximum. The State Coastal Conservancy shall make the final determination as to the portions of tasks completed and the compensation to be made. No compensation shall be paid to Consultant until the City receives payment from the Conservancy. ARTICLE XIII: STATUS OF THE CONSULTANT . : • The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's indepen- dent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to L: accomplished and the personnel assigned to the project, but shall consult vrith the City, as necessary. ARTICLE XIV: CONFORMITY TO LEGAL'REQUIREMENTS The Consultant shall cause all documents to conform to all applicable require- ments of law: Federal, State and local. Consultant shall provide the necessary copies of such documents, together with all necessary supporting documents, to be filed with any agencies whose approval is necessary. ARTICLE XV: ' OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and specifications as herein required are the joint property of the City and the State Coastal Conservancy whether the work for which they are made be'.executed or not. In the event this agreement is terminated, all documents, and related papers shall be delivered forthwith to the City. ARTICLE XVI: HOLD'HARMLESS' AGREEMENT The City or the State Coastal Conservancy or their respective agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Con- sultant's agents, employees or representatives. -Consultant agrees to defend, indemnify and save' free and harmless the City or the State Coastal Conservancy and their respective authorized agents, officers and employees against any foregoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any documents, unless the liability or claim is due, or arises out of, solely to the City's or the State Coastal Conservancy's negligence. The City shall not be responsible for the quality of work performed by the Consultant. The State Coastal Conservancy has agreed to hold the City harmless from any damages or liability' to persons or property, including but not limited to disputes over payment to Consultant, resulting from the v/ork performed by Consultant pursuant to this agreement. ARTICLE XVII: . ' ASSIGNMENT OF CONTRACT . • • The Consultant shall not assign this contract or "any part thereof or any monies due thereunder without the prior written consent of the City. ARTICLE XVIII:- SUBCONTRACTING • . • ' S ' If the Consultant shall subcontract any of the work to be performed under this agreement by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this agreement shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this agreement applicable to Consultant's work. ARTICLE XIX: . PROHIBITED INTEREST . • • No official of the City who is authorized in such capacity on behalf of the City.to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of any documents, or any subcontractor in connection with the project, shall become directly or indirectly interested personally in this agreement or in any part thereof. No officer, employee, or attorney, of or for the City who is authorized in such capacity and on behalf cf the City to exercise any executive, supervisory, or other similar functions in connection with the performance of this agreement shall become directly or indirectly interested personally in this agreement or any part thereof. 6 ARTICLE XX: VERBAL AGREEMENT.OR..CONVERSATION No verbal agreement or conversation with nny officer, agent, or employee of the City, either before, during, or after the execution of this agree- ment shall affect or modify any of the terms or obligations herein con- tained nor such verbal agreement or conversation entitle the Consultant to nny additional payment whatsoever under the terms of-this agreement.. ARTICLE XXI: SUCCESSORS OR ASSIGNS Subject to the provisions of Article XVI, Hold Harmless Agreement, all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto^ and each of their respective heirs, executors, administrators, successors and assigns. ARTICLE XXII: CONFLICT OF INTEREST The Consultant shall file a conflict of interest statement with the City Clerk of the City of Carlsbad. The Consultant shall report under Categories B, D and F of Section 302 of the Conflict of Interest Code. ARTICLE XXIII: AVAILABILITY TO TESTIFY During the term of this agreement, and for a reasonable period of time there- after, the Consultant 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. ARTICLE XXIV: ''FAIR EMPLOYMENT PRACTICES ' ' ' The attached "Fair Employment Practices Addendum" is an integral part of this agreement. ~ • • ARTICLE XXV: COORDINATORS . Scott McCreary is designated Project Coordinator for the State Coastal Conser- vancy, and Lester G. Evans is the City's designated Project Coordinator for this agreement. ARTICLE XXVI: . EFFECTIVE DATE • • ' This agreement shall be.effective on and from the day and year first above written. IN WITNESS WHEREOF, we have hereunto set our hands and seals. CITY OF CARLSBAD GRATTAN/GERSICK/KARP ATTEST: CITY CLERK ••Partner Title APPROVAL OF CONSULTANT: Executive Officer State Coastal Conservancy 8 FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this contract, the Contractor will not discriminate against any employee or aoplicant for employment because -.f race, color, religion, ancestry, sex*, ago*, national origin, or physical handicap*. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treatod 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 thct 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 thai 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 Stale. *Scc Labor Code Sections 1411 • 1432.5 for further details. DTD. I (o/7)) attorney at law Avc. Los Aiijjcles, Ca. 9004S April 7, 1982 Frank Aleshire, City Manager City of Carlsbad 1200 Elm Street Carlsbad, California 92008 Re: Buena Vista Lagoon Watershed Enhancement Program California Coastal Conservancy Contract No. 81-091 Dear Mr. Aleshire: I understand from Scott McCreary that you need some confirmation from me concerning the Buena Vista Lagoon Watershed Enhancement Program. I have discussed my interest in this program with Scott many times. I am available to perform the legal assistance needed by Carlsbad, Oceanside and Vista in drafting a joint powers agreement with the objective of preserving and enhancing the Lagoon, as outlined in Task A of the Conservancy contract. A contract with the City of Carlsbad for $7,500 should be sufficient to perform this work within the contract term of November 18, 1982. My experience in both land use planning and law has been acquired over 5 years with various governmental entities, as well as with other educational and voluntary activities. The issue of cooperation among,multiple governmental jurisdictions in the pursuit of environmental protection especially interests me. I look forward to working with you on this program. Sincerely, Sharon L. Gordon GRATTAN i GERSiCK IKARPI ADMINISTRATIVE ADVOCATES •" ENERGY AND RESOURCES April 7, 1982 Mr. Frank Aieshire City Manager City of Carlsbad 1200 Elm Street Carlsbad, CA 92008 Re: Buena Vista Lagoon Watershed Enhancement Project (Coastal Conservancy Contract #81-091) Dear Mr. Aieshire: Scott McCreary of the State Coastal Conservancy requested that I write to you regarding the contract between the Conservancy and the City for the enhancement of the Buena Vista Lagoon watershed. Under a separate contract with the City of Carlsbad, Grattan/Gersick/Karp will provide technical assistance to the cities of Carlsbad, Oceanside and Vista in preparing ordinances to implement erosion control, grading, and riparian protection programs for the watershed. We certify that we will complete the work called for in the contract no later than November 18, 1982. Regarding our qualifications to perform the work under the contract, we understand that Mr. McCreary has already pro- vided you with resumes of myself and my partner 3ohn Grattan as well as a statement of our firm's services and qualifica- tions. Our firm has experience in legislative drafting, wetland regulation, water quality, and grading and erosion controls. We believe that the collective experience of the principals in the firm make us particularly well-suited to perform the work specified in the contract between the City and the Conservancy. If you have any questions, please feel free to contact me at our San Francisco office. We are looking forward to a productive working relationship with you and your staff on the enhancement of the Buena Vista Lagoon. Sincerely, Irwin D. Karp I.DK/ki cc: Scott McCreary 182 SECOND STREET, SUITE 215, SAN FRANCISCO, CA 94105 (415) 974-6047 1009 FOURTEENTH STREET, SACRAMENTO. CA 95814 (916) 443-0191