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Home My WebLink About1989-04-11; City Council; 9965; AMENDED AGREEMENT FOR CONSULTING SERVICES - CITIZENS COMMITTEE TO STUDY OPEN SPACEAB# fY6< MTG. 4/11/89 DEPT. PLN DEP1 SERVICES/CITIZENS COMMITTEE TO CITY CITY TITLE: AMENDED AGREEMENT FOR CONSULTING STUDY OPEN SPACE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 20 W 0 RESOLUTION NO. 89-113 A RESOLUTION OF THE CITY COUNCIL OF CARLSBAD, CALIFORNIA, APPROVING AN AMENDED AGREEMENT FOR CONSULTING SERVICES ASSOCIATED WITH THE CITIZENS COMMITTEE TO STUDY OPEN SPACE. WHEREAS, the City Council has determined that it is dc and necessary to retain consulting services for work associa. the Citizens Committee to Study Open Space. NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Col Carlsbad, California as follows: 1. That the above recitations are true and correct< 2. That the City Council authorize the continued rc of the consulting firm of Wallace Roberts & Todd on the san under which they now work. PASSED, APPROVED AND ADOPTED at a regular meeting of ' Council of the City of Carlsbad held on 11th day of April , 1989 by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Lar NOES: None ABSENT: None I ATTEST: hz, ALETHA L. RAUTENKRANZ, City )Clerk (SEAL) 0 0 * AMENDED AGREEMENT FOR CONSULTING SERVICES CITIZENS COMMITTEE TO STUDY OPEN SPACE THIS AGREEMENT, made and entered into as of the /jG c of , 1989, by and between the CITY OF CARLSBP a municipal corporation, hereinafter referred to as lrCityll, E WALLACE ROBERTS & TODD, hereinafter referred to as IIConsultant shall serve to amend the previous contract dated December 12, 19E attached hereto. I All provisions of the original contract shall remain effect, except that Section 4 shall be amended by the addition $15,000.00 to the contract amount. Section 4 shall read: !!The fee payable in accordance with paragraph 5 shall at the hourly rate shown in the attached fee schedule and shall 1 exceed $30,000.00 .... I1 ... ... ... ... ... ... ... ... ... ... e m IN WITNESS WHEREOF, the parties hereto have executed tk agreement on the day and year first above written. WALLACE ROBERTS &I TODD BY ROVED AS TO FORM: q/2* 8. LE& VINCENT F. BIONDO, JR., City Attorney ATTEST : ALETHA RAUTENKRANZ, City Clerk -2- 0 0 * PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 12th daj December, 1988, by and between the CITY OF CARLSBAD, a munic corporation, hereinafter referred to as ttCITY, Vt and WALLACE ROB & TODD, hereinafter referred to as VVCONSULTANT.VV RECITALS CITY requires the services of WALLACE ROBERTS & TODD to as staff in researching and analyzing information and prepa reports for the Citizens Committee to Study Open Space: CONSULTANT possesses the necessary skills and qualificat to provide the services required by CITY; NOW, THEREFORE, in consideration of these recitals and mutual covenants herein, CITY and CONSULTANT agree as follows ( 1) CONSULTANT ' S OBLIGATIONS The CONSULTANT shall assist staff in the preparatior reports and the gathering and analysis of information. Spec tasks shall include: (a) Attend two citizens committee meetings per month and meetings per month with City staff: Prepare maps, perform research and analysis, prepare and reports, and perform other tasks as agreed bet City staff and the consultant: Review existing open space systems in the City and t classification; (b) (c) (d) Develop a typology of open space, having exam material from other agencies and cities for id 0 0 I information, and format; (e) Research into acquisition of open space through specific plan process, zoning, direct public expendit1 conservancy foundations, assessments, transfer development rights, clustering, etc.; (f) Examine maintenance of open space financed by genl funds, special assessments, user fees, etc.; and (9) Examine open space plans and acquisition programs other cities similar in size, growth pattern, region, environmental conditions, prior to commencement research. It is understood that $15,000 may not be adequate to comp all of these tasks. Should the $15,000 limit be real before these tasks have been completed CITY and WRT will a( upon additional fees. Additional services will be agreed upon by the CITY WRT/ERA as various tasks arise, to be recompensed on ongoing hourly time and materials basis. Said tasks services shall be performed diligently, in a professit manner, and in accordance with the terms and condition: this agreement under the direction of the Planning Dire1 or his authorized representative. (2) CITY'S OBLIGATIONS The CITY shall pay the CONSULTANT in accordance paragraphs (4) and (5) of this agreement upon receipt of invo submitted by the CONSULTANT and approved by the CITY. The -2- 0 I) shall assist the Consultant as necessary as agreed to by Planning Director. (3) PROGRESS AND COMPLETION Work under this agreement shall begin immediately and completed as agreed upon by both parties following determination of each specific project to be accomplisl Extensions of time may be granted if requested by the CONSUL' and agreed to in writing by the Planning Director. consideration of such requests, the Planning Director will ( allowance for documented and substantiated unforeseeable unavoidable delays not caused by a lack of foresight on the 1 of the CONSULTANT, or, delays caused by CITY inaction or 01 agencies lack of timely action. (4) FEES TO BE PAID TO CONSULTANT The fee payable in accordance with paragraph (5) shall bc the hourly rates shown in the attached fee schedule and shall exceed $15,000.00 except as described in paragraph (1) ab( Additionally, the CONSULTANT shall be reimbursed by the CITY actual cost of materials, supplies, and related miscellant expenses required by CONSULTANT to complete the work under 1 agreement. No other compensation for services will be all( except those items covered by supplemental agreements per paragi (6), CHANGES IN WORK. (5) PAYMENT OF FEES Payment of fees shall be made within thirty (30) days a1 receipt and approval of invoices submitted to CONSULTANT to C: -3- e e All invoices shall be detailed and include a written descrip of the work performed, hours worked, hourly rate, and total am of requested payment. Said invoices shall include an itemiza of miscellaneous expenses to be reimbursed to CONSULTANT by in accordance with paragraph (4) of this agreement. (6) CHANGES IN WORK If, in the course of this contract, changes seem meritec the CONSULTANT or the CITY and informal consultations with other party indicate that a change in the conditions of agreement is warznted, the CITY or the CONSULTANT may requer change in the agreement. Such changes shall be forwarded to CITY or CONSULTANT to inform them of the proposed changes a: with a statement or estimated changes in charges or time schedi After reaching mutual agreement on the proposal, a supplemei agreement shall be prepared by the CITY and signed by both part. Such supplemental agreement shall not render ineffective invalidate unaffected portions of the agreement. Changes requi: immediate action by the CITY or the CONSULTANT shall be orderec the Planning Director, who will immediately inform the other pz of the necessity of such action and follow up with a supplemer agreement covering such work. (7) NON-COLLUSION CLAUSE The CONSULTANT warrants that their firm has not employed retained any company or person, other than a bona fide emplc working for the CONSULTANT, to solicit or secure this agreeme and that CONSULTANT has not paid or agreed to pay any company -4- 0 e person, other than a bona fide employee, any fee, commiss. percentage, brokerage fee, gift, or any other considera1 contingent upon, or resulting from, the award or making 1 agreement. For breach or violation of this warranty, the ( shall have the right to annul this agreement without liability, in its discretion, to deduct from the agreement price consideration, or otherwise recover, the full amount of such 1 commission, percentage, brokerage fee, gift or contingent fee. (8) NON-DISCRIMINATION CLAUSE The CONSULTANT shall comply with applicable State and Fed< laws regarding non-discrimination. (9) TERMINATION OF CONTRACT In the event of the CONSULTANT'S failure to prosecu deliver, or perform the work as provided in this agreement, CITY may terminate this agreement for nonperformance by notify the CONSULTANT by certified mail of the nonperformance. CONSULT shall have 15 days to rectify any nonperformance. If CONSULT does not rectify the situation, to the CITY'S satisfaction, C may terminate the agreement. The CONSULTANT, thereupon, sh deliver within five (5) working days said documents owned by CITY and all work in progress to the Planing Director. CONSULT shall be paid for all work completed up to the day of terminati 10) DISPUTES If a dispute should arise regarding the performance of w under this agreement, the following procedure shall be used resolve any question of fact or interpretation not othem -5- 8 0 settled by agreement between the parties. Such questions, if become identified as a part of a dispute among persons opera under the provisions of this agreement, shall be reduced to wri by the CITY or the CONSULTANT. A copy of such documented dis shall be forwarded to the other party involved along recommended methods of resolution which would be of benefit to parties. The CITY or CONSULTANT receiving the letter shall r to the letter along with a recommended method of resolution wi ten (10) calendar days. If the resolution thus obtained unsatisfactory to the aggrieved party, the parties may - remedies available to them at law including arbitration. 11) SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party 1 tendering thirty (30) days written notice to the other party. the event of such suspension or termination, upon request of CITY, the CONSULTANT shall assemble the work product and put : in order for proper filing and deliver said product to CITY. the event of termination, the CONSULTANT shall be paid for P performed to the termination date: however, the total shall exceed the totall maximum as outlined in paragraph (4) of t agreement. CITY and CONSULTANT shall mutually agree upon portions of tasks completed and the compensation to be mz Compensation shall be made thirty (30) days of the fj determination. ... ... -6- a e (12) STATUS OF 'THE CONSULTANT The CONSULTANT shall perform the services provided for he in CONSULTANT'S own way as an independent calling, and not a: employee of the CITY. CONSULTANT shall be under control of CITY only as to the result to be accomplished and the persoi assigned to the project, but shall consult with the CITY as neec (13) HOLD HARMLESS AGREEMENT The CITY, its officers and employees shall not be liable claims, liabilities, penalties, fines, or any damage to goc properties, or effects of any person whatever, nor for persc injuries or death caused by any negligent act or omission CONSULTANT or CONSULTANT'S employees. (14) ASSIGNMENT OF CONTRACT CONSULTANT shall not assign this contract or any part ther or any monies due thereunder without the prior written consent the City. (15) SUBCONTRACTING If the Consultant shall subcontract any of the work to performed under this contract by CONSULTANT, CONSULTANT shall responsible to the CITY for the acts and omissions of CONSULTAN' subcontractor as CONSULTANT is for the acts and omissions persons directly employed by CONSULTANT. Nothing contained in tl agreement shall create any contractual relationship between i subcontractor of CONSULTANT and the CITY. The CONSULTANT sha bind every subcontractor and every subcontractor of a subcontract by the terms of this agreement applicable to CONSULTANT'S wc -7- Q 0 unless specific:ally noted to the contrary in the subcontrac. question approved in writing by the CITY. (16) PROHIBITED INTEREST No official of the CITY who is authorized in such capacit behalf of the CITY to negotiate, make, accept, or approve, or. part in negotiating, making, accepting, or approving of consultant, or any subcontractor of any consultant in connec. with this agreement shall become directly or indirectly interes personally in this agreement or in any part thereof. No offic employee, attorney, or agent of or for the CITY who is author: in such capacity and on behalf of the CITY to exercise executive, supervisory, or other similar functions in connecl with the performance of this agreement shall become directly indirectly interested personally in this agreement or any F thereof. (17) VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agc or employee of the City, either before, during, or after execution of this agreement, shall affect or modify any of terms or obligations herein contained nor such verbal agreement conversation entitle the CONSULTANT to any additional pap whatsoever under the terms of this agreement. (18) BUSINESS LICENSE REOUIRED Prior to beginning work, the CONSULTANT shall secure a C of Carlsbad business license and pay the appropriate fee for s -8- e e . license in acc:ordance with Section 5.04.020 of the Carl Municipal Code. (19) EFFECTIVE DATE This agreement shall be effective on and from the day and. first above written and shall terminate at completion of work \ the Committee to Study Open Space unless extended through mu1 agreement of the parties and after receiving the proper apprc for said continuance. (20) CONFLICT OF INTEREST The CONSULTANT shall file a conflict of interest staten The CONSULTANT SF with the City Clerk of the City of Carlsbad. report investments or interests in real property IN WITNESS WHEREOF, the parties hereto have executed t agreement on the day and year first above written. CITY OF CARLSBAD, a Municipal Corporation of the State of California WALLACE ROBERTS & TODD / .. ATTEST: ALETHA RAUTENKRAXlZ, Ciky Clerk -9-