HomeMy WebLinkAbout1991-02-19; City Council; 11029; Various Consultant ContractsCIT' "'3~ CARLSBAD - AGENC- BILL
AB # /oh' 9 TITLE:
MTG. 2-19-91 UPDATING CONSULTANT CONTRACTS FOR THE
HUMAN RESOURCES DEPARTMENT DEPT. HR - I I
IECOMMENDED ACTION:
City Council adopt Resolution No. 9/-43 approving consultant contracts.
ITEM EXPl ANATION:
The Human Resources Department requires the professional expertise of a
number of consultants who have the required knowledge and skills in
various aspects of human resource management. This contract update is
necessary to ensure that a current contract is in place with all
consultants the City conducts business with. The following details the
services that consultants will be performing.
HUGHES. HElSS AND ASSOCIATES - This firm specializes in executive
recruitment and selection. These services are invaluable when conducting
executive searches for top-level positions in the City.
PFID. MOOMAUGH AND ASSOCIATFS - Specializes in organizational
development and training.
1 - Group Benefits Consultant
that assists City staff in reviewing the various benefit programs offered
by the City.
FILARSKY AND WATT - Represents the City on legal matters relating to
employer/employee relations issues.
These contracts will be in effect for a one (1) year period and are
renewable on an annual basis for a period not to exceed three (3) years.
FISCAL IMPACT:
This action will have no fiscal impact. The City has been conducting
business with each consultant for a number of years. The funds for these
services have been included in the Human Resources fiscal year 1990-91
operating budget.
DHIBITS:
Resolution No.
Four (4) Contracts Listed Above.
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2E
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT
FOR HUMAN RFSOURCFS CONSULTING SERVICFS
WHEREAS, the City Council has determined that it is desirable
and necessary to retain consulting services in the areas of executive
recruitment and selection, organizational development, employee
benefits, and employerlemployee relations.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad, California, as follows:
1. That the above recitation is true and correct.
2. That the City Council approves an agreement authorizing
the retention of Hughes, Heiss, and Associates as an executive
recruitment and selection consultant.
3. That the City Council approves an agreement authorizing
the retention of Reid, Moomaugh, and Associates to provide employee
and organizational development consulting.
4. That the City Council approves an agreement authorizing
the retention of Towers, Perrin, Forster & Crosby (TPF&C) as an
employee benefits consultant.
5. That the City Council approves an agreement authorizing
the retention of Filarsky and Watt as a consultant to provide legal
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services to represent the City on employerlernployee relations
issues.
6. That funds are available in the Human Resources
Department budget.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the
City Council of the City of Carlsbad, California, on the 19th day of
February , 1991, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Larson, Nygaard and Stanton
NOES: None.
ABSENT: None.
_"
ATTEST:
KAREN R. KUNDTZ, Assistant City Clerk
(SEAL)
AGREEMENT
THIS AGREEMENT, made and entered into as of the first day of January,
1991, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter
referred to as "City", and Reid, Moomaugh and Associates, hereinafter referred to
as "Consultant".
RECITALS
City requires the services of Reid, Moornaugh and Associates to provide the
necessary consulting services for providing employee and organizational
development training; and Consultant possesses the necessary skills and
qualifications to provide the services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual
covenants contained herein, City and Consultant agree as follows:
1. CONSULTANT'S OBLIGATIONS
Provide necessary consulting services relating to the City of Carlsbad's
Organizational Excellence Committee. Consultant will also facilitate
meetings relating to organizational development within the City of Carlsbad.
7
2. CITY OBLIGATIONS
The City shall direct the scope of work assignment to Consultant.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt
of notification to proceed by the City and be completed within 90 days of that date.
Extensions of time may be granted if requested by the Consultant and agreed to in
writing by the City Manager. The City Manager will give allowance for documented
and substantiated unforeseeable and unavoidable delays not caused by a lack of
foresight on the part of the Consultant, or delays caused by City inaction or other
agencies' lack of timely action.
4. PEES TO BE PAID TO CONSULTANT
The lump sum fee payable according to Paragraph 6, "Payment of Fees," shall
be $125 an hour. No other compensation for services will be allowed except those
items covered by supplemental agreements per Paragraph 7, "Changes in Work."
5. DURATION OF CONTRACT
This agreement shall extend for a period of one year from date thereof. The
contract may be extended for three additional one (1) year periods or parts thereof,
based upon satisfactory performance and the City's needs.
L Rev. 7/2/90
6. PAYMENTOF FEES
Payment of fees shall be upon delivery of services.
7. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Consultant or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Consultant or the City may request a
change in contract. Such changes shall be processed by the City in the following
manner: A letter outlining the required changes shall be forwarded to the City by
Consultant to inform them of the proposed changes along with a statement of
estimated changes in charges or time schedule. A supplemental agreement shall be
prepared by the City and approved by the City according to the procedures
described in Carlsbad Municipal Code Section 3.28.172. Such supplemental
agreement shall not render ineffective or invalidate unaffected portions of the
agreement.
8. COVENANTS AGAIN= CONTTNGENT FEES
The Consultant warrants that their firm has not employed or retained any
3 Rev. 7/2/90
.-
company or person, other 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 contingent upon, or
resulting from, the award or making of 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
fees, gift, or contingent fee.
9. NONDISCRIMINATION CLAUSE
The Consultant shall comply with the state and federal laws regarding
nondiscrimination.
10. l"INATI0N OF CONTRACT
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
nonperfonnance by notifying the Consultant by certified mail of the termination of
the Consultant. The Consultant, thereupon, has five (5) working days to deliver
said documents owned by the City and all work in progress to the Human Resources
Director. The Human Resources Director shall make a determination of fact based
upon the documents delivered to City of the percentage of work which the
4 Rev. 7/2/90
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 City Manager, the
Manager shall determine the final payment of the contract.
11. DISPUTES
If a dispute should arise regarding the performance of work under this
agreement, the following procedure shall be used to resolve any question of fact or
interpretation not otherwise settled by agreement between parties. Such questions,
if they become identified as a part of a dispute among persons operating under the
provisions of this contract, shall be reduced to writing by the principal of the
Consultant or the Human Resources Director. 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 Human Resources
Director or principal receiving the letter shall reply to the letter along with a
recommended method of resolution within ten (10) days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall
be forwarded to the City Council for their resolution through the Office of the City
Manager. The City Council may then opt to consider the directed solution to the
problem. In such cases, the action of the City Council shall be binding upon the
parties involved, although nothing in this procedure shall prohibit the parties
seeking remedies available to them at law.
5 Rev. 7/2/90
12. SUSPENSION OR TERMINATION OF SERVICES
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the 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 lump
sum fee payable under paragraph 4. The City shall make the final determination
as to the portions of tasks completed and the compensation to be made.
13. SI'ATUS 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 independent
calling, and not as an employee of the City. Consultant shall be under control of
the City only as to the result to be accomplished, but shall consult with the City as
provided for in the request for proposal.
The Consultant is an independent contractor of the City. The payment made to
the Consultant pursuant to the contract shall be the full and complete compensation
to which the Consultant is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Consultant. The City shall not be required to pay any
workers' compensation insurance on behalf of the Consultant. The Consultant
agrees to indemnify the City for any tax, retirement contribution, social security,
6 Rev. 7/2/90
overtime payment, or workers' compensation payment which the City may be
required to make on behalf of the Consultant or any employee of the Consultant for
work done under this agreement.
The Consultant shall be aware of the requirements of the Immigration Reform
and Control Act of 1986 and shall comply with those requirements, including, but
not limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and consultants that are included in this agreement.
14. HOLD HARMLESS AGREEMENT
The City, its 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, not for personal injuries or death caused by, or claimed to have
been caused by, or resulting from, any intentional or negligent acts, errors 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
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
plans and specifications.
7 Rev. 7/2/90
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15. 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.
16. SUBCONTRACTING
If the Consultant shall subcontract any of the work to be performed under this
contract 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
contract 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 contract applicable to
Consultant’s work unless specifically noted to the contrary in the subcontract in
question approved in writing by the City.
17. PROHIBITJD
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 this agreement, shall become directly or indirectly
interested personally in this contract or in any part thereof. No officer or employee
of the City who is authorized in such capacity and on behalf of the City to exercise
a Rev. 7/2/90
any executive, supervisory, or similar functions in connection with the performance
of this contract shall become directly or indirectly interested personally in this
contract or any part thereof.
18. 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 contract, shall affect or
modify any of the terms or obligations herein contained nor entitle the Consultant
to any additional payment whatsoever under the terms of this contract.
19. SUCcEssoRs OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all
terms, conditions, and provisions hereof shall insure to and shall bind each of the
parties hereto, and each of their respective heirs, executors, administrators,
successors, and assigns.
20. EFFECTlVE DATE
This agreement shall be effective on and from the day and year first above
written.
9 Rev. 7/2/90
21. comcr OF INTEREsl-
The Consultant shall file a Conflict of Interest Statement with the City Clerk in
accordance with the requirements of the City of Carlsbad Conflict of Interest Code.
The Consultant shall report investments or interests in real property.
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The City shall be named as an additional insured on these policies. The
Consultant shall furnish certificates of insurance to the City before commencement
of work.
Executed by Consultant this //+A day of c,
1990.
CONSULTANT: CITY OF CARLSBAD, a municipal
corporation of the State of California
(name of Consultant)
By:
By:
(sign here) ATTEST:
7.74,
KAREN R. KUNDTZ, Assistant City Clerk
(Proper notarial acknowledgment of execution by CONSULTANT must be attached.)
(President or vice-president and secretary or assistant secretary must sign for
corporations. If only one officer signs, the corporation must attach a resolution
certified by the secretary or assistant secretary under corporate seal empowering
that officer to bind the corporation.)
APPROVED AS TO FORM:
VINCENT F. BIONDO, JR.
11 Rev. 7/2/90
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City of Carlsbad
October 11, 1990
TO: PURCHASING OFFICE
FROM: CITY MANAGER
WAIVER OF INSURANCE REQUIREMENTS
The City of Carlsbad will be entering into a contract with Reid Moomaugh and
Associates. This contract will be taken to the City Council for approval in November,
1990. Due to the nature of the services provided by Reid Moomaugh and Associates, I
feel it is appropriate for the City to waive Article Number 22 relative to the standard
cc: Assistant City Manager
Human Resources Director
1200 Carlsbad Village Drive - Carlsbad, California 92008-1989 - (619) 434-2821
AGREEMENT
THIS AGREEMENT, made and entered into as of the first day of January,
1991, by and between the CITY OF CARLSBAD a municipal corporation, hereinafter
referred to as "City", and Hughes, Heiss and Associates, hereinafter referred to as
"Consultant".
RECITALS
City requires the services of Hughes, Heiss and Associates
to provide the necessary consulting services for executive recruitment and selection;
and Consultant possesses the necessary skills and qualifications to provide the
services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual
covenants contained herein, City and Consultant agree as follows:
1. CONSULTANT'S OBLIGATIONS
To provide required work in the areas of executive search, recruitment, and
selection.
1 Rev. 7/2/90
2. CITY OBLIGATIONS
The City shall be obligated to assist the Consultant as mutually agreed.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt
of notification to proceed by the City and be completed within 120 days of that
date. Extensions of time may be granted if requested by the Consultant and agreed
to in writing by the Human Resources Director. The Human Resources Department
will give allowance for documented and substantiated unforeseeable and
unavoidable delays not caused by a lack of foresight on the part of the Consultant,
or delays caused by City inaction or other agencies' lack of timely action.
4. FEES TO BE PAID TO CONSULTANT
Consultant shall be paid for professional services at the hourly rate of:
$100 Consultant
$25 Professional Staff
$30 Clerical Staff
5. DURATION OF CONTRACT
This agreement shall extend for a period of one year from date thereof. The
2 Rev. 7/2/90
contract may be extended for three additional one (1) year periods or parts thereof,
based upon satisfactory performance and the City's needs.
6. PAYMENT OF FEES
Payment of fees shall be upon delivery of approved final product or service.
7. FINAL SUBMISSIONS
Within fifteen (15) days of completion and approval of the work
the Consultant shall deliver to the City the final product.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Consultant or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Consultant or the City may request a
change in contract. Such changes shall be processed by the City in the following
manner: A letter outlining the required changes shall be forwarded to the City by
Consultant to inform them of the proposed changes along with a statement of
estimated changes in charges or time schedule. A supplemental agreement shall be
prepared by the City and approved by the City according to the procedures
3 Rev. 7/2/90
described in Carlsbad Municipal Code Section 3.28.172. Such supplemental
agreement shall not render ineffective or invalidate unaffected portions of the
agreement.
9. COVENANTS AGAIN= CONTINGENT FEES
The Consultant warrants that their firm 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 contingent upon, or
resulting from, the award or making of 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
fees, gift, or contingent fee.
10. NONDISCRIMINATION CLAUSE
The Consultant shall comply with the state and federal laws regarding
nondiscrimination.
4 Rev. 7/2/90
11. TERMINATION OF CONTRACT
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
nonperformance by notifying the Consultant by certified mail of the termination of
the Consultant. The Consultant, thereupon, has five (5) working days to deliver
said documents owned by the City and all work in progress to the Human Resources
Department. The Human Resources Department shall make a determination of fact
based upon the documents delivered to 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 City Manager, the
Manager shall determine the final payment of the contract.
12. DISPUTES
If a dispute should arise regarding the performance of work under this
agreement, the following procedure shall be used to resolve any question of fact or
interpretation not otherwise settled by agreement between parties. Such questions,
if they become identified as a part of a dispute among persons operating under the
provisions of this contract, shall be reduced to writing by the principal of the
Consultant or the Human Resources Department. 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 Human
Resources Department or principal receiving the letter shall reply to the letter along
5 Rev. 7/2/90
with a recommended method of resolution within ten (10) days. If the resolution
thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute
shall be forwarded to the City Council for their resolution through the Office of the
City Manager. The City Council may then opt to consider the directed solution to
the problem. In such cases, the action of the City Council shall be binding upon the
parties involved, although nothing in this procedure shall prohibit the parties
seeking remedies available to them at law.
13. SUSPENSION OR TERMINATION OF SERVICES
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the 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 lump
sum fee payable under paragraph 4. The City shall make the final determination
as to the portions of tasks completed and the compensation to be made.
14. SATUS 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 independent
calling, and not as an employee of the City. Consultant shall be under control of
6 Rev. 7/2/90
the City only as to the result to be accomplished, but shall consult with the City as
provided for in the request for proposal.
The Consultant is an independent contractor of the City. The payment made to
the Consultant pursuant to the contract shall be the full and complete compensation
to which the Consultant is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Consultant. The City shall not be required to pay any
workers’ compensation insurance on behalf of the Consultant. The Consultant
agrees to indemnify the City for any tax, retirement contribution, social security,
overtime payment, or workers’ compensation payment which the City may be
required to make on behalf of the Consultant or any employee of the Consultant for
work done under this agreement.
The Consultant shall be aware of the requirements of the Immigration Reform
and Control Act of 1986 and shall comply with those requirements, including, but
not limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and consultants that are included in this agreement.
15. CONFORMITY TO LEGAL REOWREhENTS
The Consultant shall cause all drawings and specifications to conform to all
applicable requirements of law: federal, state and local. Consultant shall provide
all necessary supporting documents, to be filed with any agencies whose approval
is necessary.
The City will provide copies of the approved plans to any other agencies.
7 Rev. 7/2/90
16. OWNERSHIP OF DOCUMENTS
AU plans, studies, sketches, drawings, reports, and specifications as herein
required are the property of the City, whether the work for which they are made be
executed or not. In the event this contract is terminated, all documents, plans,
specifications, drawings, reports, and studies shall be delivered forthwith to the City.
Consultant shall have the right to make one (1) copy of the plans for his/her
records.
17. HOLD HARMLESS AGREEMENT
The City, its 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, not for personal injuries or death caused by, or claimed to have
been caused by, or resulting from, any intentional or negligent acts, errors 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
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
plans and specifications.
18. ASSIGNMENT OF CONTRAm
The Consultant shall not assign this contract or any part thereof or any monies
due thereunder without the prior written consent of the City.
8 Rev. 7/2/90
19. SUBCONTRACTING
If the Consultant shall subcontract any of the work to be performed under this
contract 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
contract 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 contract applicable to
Consultant’s work unless specifically noted to the contrary in the subcontract in
question approved in writing by the City.
20. 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 this agreement, shall become directly or indirectly
interested personally in this contract or in any part thereof. No officer or employee
of the City who is authorized in such capacity and on behalf of the City to exercise
any executive, supervisory, or similar functions in connection with the performance
of this contract shall become directly or indirectly interested personally in this
contract or any part thereof.
9 Rev. 7/2/90
.
..
21. 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 contract, shall affect or
modify any of the terms or obligations herein contained nor entitle the Consultant
to any additional payment whatsoever under the terms of this contract.
22. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all
terms, conditions, and provisions hereof shall insure to and shall bind each of the
parties hereto, and each of their respective heirs, executors, administrators,
successors, and assigns.
23. EFFE(sTIvE DATE
This agreement shall be effective on and from the day and year first above
written.
24. CONFLICT OF INTEREST
The Consultant shall file a Conflict of Interest Statement with the City Clerk in
accordance with the requirements of the City of Carlsbad Conflict of Interest Code.
The Consultant shall report investments or interests in real property.
10 Rev. 7/2/90
25. INSURANCE
The Consultant shall obtain and maintain policies of general liability insurance,
automobile liability insurance, and a combined policy of worker's compensation and
employers liability insurance from an insurance company authorized to do business
in the State of California which meets the requirements of City Council Resolution
No. 90-96 in an insurable amount of not less than one million dollars ($1,000,000)
each, unless a lower amount is approved by the City Attorney or the City Manager.
This insurance shall be in force during the life of this agreement and shall not be
canceled without thirty (30) days prior written notice to the City sent by certified
mail.
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11 Rev. 7/2/90
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c The City shall be named as an additional insured on these policies. The
Consultant shall furnish certificates of insurance to the City before commencement
of work.
Executed by Consultant this 39% day of ~~"a- ,
1990.
CONSULTANT CITY OF CARLSBAD, a municipal
corporation of the State of California
Huzhes. Heiss and Associates
(name of Consultant)
By:
By:
AlTEST:
2, L- LJ P-
(print name here)
$, vF_ ?".c,-T -+,
(title and organization of signatory) City Clerk
KAREN R. KUNDTZ, Assistant City Clerk
(Proper notarial acknowledgment of execution by CONSULTANT must be attached.)
(President or vice-president and secretary or assistant secretary must sign for
corporations. If only one officer signs, the corporation must attach a resolution
certified by the secretary or assistant secretary under corporate seal empowering
that officer to bind the corporation.)
APPROVED AS TO FORM:
VINCENT F. BIONDO, JR.
City Attorney
12 Rev. 7/2/90
AGREEMENT
THIS AGREEMENT, made and entered into as of the first day of January,
1991, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter
referred to as "City", and Towers, Penin, Forster, & Crosby (TPF&C) hereinafter
referred to as "Consultant".
RECITALS
City requires the services of TPF&C to provide the necessary consultant
services for the review of the City's group benefits program; and Consultant
possesses the necessary skills and qualifications to provide the services required by
the City;
NOW, THEREFORE, in consideration of these recitals and the mutual
covenants contained herein, City and Consultant agree as follows:
1. CONSULTANT'S OBLIGATIONS
a. Consultants will examine the specific elements of the City's group
benefit program, including:
Funding
- Plan design
1 Rev. 7/2/90
-_
Cost-containment initiatives
Eligibility provisions
Flexible benefits
- Claims administration
HMO/prepaid plan strategy
Retiree coverage
- Employee Assistance Program
Wellness
Employee communications
b. Consultants’ responsibilities will include the following
accomplishments:
Meet with City personnel and bargaining unit representatives
to review overall philosophy of funding, plan design,
employee(er) contributions, employee relations, etc.
Gather necessary data from the City and insurance carriers.
Evaluate current arrangements.
- Develop alternative funding and design options.
Prepare recommendations.
c. Consultants will address the following specific issues:
- Should the City continue its current minimum premium
2 Rev. 7/2/90
arrangement with present insurance camers?
What alternative funding arrangements are available and how
do their costs compare with your current arrangement?
Is full self-funding feasible for the City given your cost
situation?
Should the funding method include some type of risk transfer,
such as specific and aggregate stop-loss?
What type of plan changes would be appropriate in view of
your employee relations environment?
- What plan design incentives would encourage employees to use
your program more cost-effectively?
Should the deductible and coinsurance features be modified?
Should eligibility provisions be modified?
- What level of employee contribution is appropriate?
What analytical data on plan utilization will be available to
assist you in establishing cost-containment priorities?
Is your current Preferred Provider Organization (PPO)
currently providing effective discounts?
Are your current Long-Term Disability (LTD) and sick leave
programs operating cost-effectively?
- How will current legislation affect your employee benefit
program?
3 Rev. 7/2/90
Does a flexible spending account for flexible benefits make
sense for the City?
How can employee communications be designed to improve
employe understanding and appreciation of your plans to
enhance cost-effectiveness as well?
- Are the rates of the current voluntary life and Accidental Death
and Dismemberment (AD&D) program competitive?
How will the City react to the recent COBRA legislation within
the administrative structure?
4 Rev. 7/2/90
2. CITY OBLIGATIONS
The City shall provide any documents that are necessary for Consultant to
complete their scope of work.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt
of notification to proceed by the City and be completed within 30 days of that date.
Extensions of time may be granted if requested by the Consultant and agreed to in
writing by the Human Resources Director. The Human Resources Director
will give allowance for documented and substantiated unforeseeable and
unavoidable delays not caused by a lack of foresight on the part of the Consultant,
or delays caused by City inaction or other agencies’ lack of timely action.
4. FEES TO BE PAID TO CONSULTANT
The amount to be paid by the City to TPF&C for services rendered under the
provisions of this agreement shall be in accordance with the following:
a. Consultant will be paid for its services rendered pursuant to this
agreement on an hourly basis at the hourly rates set forth below:
Actuary (consultant) $250
consultant $1 60
consultant $150
5 Rev. 7/2/90
Actuarial Specialist $120
Secretarial $80
Consultant will also be reimbursed for out-of-pocket expenses incurred
in connection with performance of this agreement as approved by the
Human Resources Director.
b. Payments will be made by the City upon monthly billings to be
submitted by TPF&C documenting hours spent on this project and
reimbursable costs.
c. TPF&C adjusts the hourly rate of its consultants and other staff
members on an annual basis. The hourly rates outlined above will be
subject to change on January 1 of each year of the agreement.
TPF&C may also require other TPF&C consultants (other than those
mentioned above) to perform services for the City. Their hourly rates
will be negotiated with the City before any work is started.
d. TPF&C shall submit monthly billings to the City.
5. DURATION OF CONTRACX
This agreement shall extend for a period of one year from date thereof. The
6 Rev. 7/2/90
contract may be extended for three additional one (1) year periods or parts thereof,
based upon satisfactory performance and the City's needs.
6. PAYMENTOF FEFS
Payment of fees shall be upon delivery of services as needed.
7. FINAL SUBMISSIONS
Within fifteen (15) days of completion and approval of the Human Resources
Director the Consultant shall deliver the required work to the City.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Consultant or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Consultant or the City may request a
change in contract. Such changes shall be processed by the City in the following
manner: A letter outlining the required changes shall be forwarded to the City by
Consultant to inform them of the proposed changes along with a statement of
estimated changes in charges or time schedule. A supplemental agreement shall be
prepared by the City and approved by the City according to the procedures
described in Carlsbad Municipal Code Section 3.28.172. Such supplemental
7 Rev. 7/2/90
.-
agreement shall not render ineffective or invalidate unaffected portions of the
agreement.
9. COVENANTS AGAINST CONTINGENT PEES
The Consultant warrants that their firm has not employed or retained any
company or person, other 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 contingent upon, or
resulting from, the award or making of 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
fees, gift, or contingent fee.
10. NONDISCRIMINATION CLAUSE
The Consultant shall comply with the state and federal laws regarding
nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Consultant's failure to prosecute, deliver, or perform the
a Rev. 7/2/90
work as provided for in this contract, the City may terminate this contract for
nonperformance by notifying the Consultant by certified mail of the termination of
the Consultant. The Consultant, thereupon, has five (5) working days to deliver
said documents owned by the City and all work in progress to the Human Resourcs
Director. The Human Resources Director shall make a determination of fact based
upon the documents delivered to 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 City Manager, the
Manager shall determine the final payment of the contract.
12. DISPUTES
If a dispute should arise regarding the performance of work under this
agreement, the following procedure shall be used to resolve any question of fact or
interpretation not otherwise settled by agreement between parties. Such questions,
if they become identified as a part of a dispute among persons operating under the
provisions of this contract, shall be reduced to writing by the principal of the
Consultant or the Human Resources Director. 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 Human Resources
Director or principal receiving the letter shall reply to the letter along with a
recommended method of resolution within ten (10) days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall
9 Rev. 7/2/90
be forwarded to the City Council for their resolution through the Office of the City
Manager. The City Council may then opt to consider the directed solution to the
problem. In such cases, the action of the City Council shall be binding upon the
parties involved, although nothing in this procedure shall prohibit the parties
seeking remedies available to them at law.
13. SUSPENSION OR TERMINATION OF SERVICES
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the 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 fee
payable under paragraph 4. The City shall make the find determination as to the
portions of tasks completed and the compensation to be made.
14. 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 independent
calling, and not as an employee of the City. Consultant shall be under control of
the City only as to the result to be accomplished, but shall consult with the City as
provided for in the request for proposal.
10 Rev. 7/2/90
The Consultant is an independent contractor of the City. The payment made to
the Consultant pursuant to the contract shall be the full and complete compensation
to which the Consultant is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Consultant. The City shall not be required to pay any
workers’ compensation insurance on behalf of the Consultant. The Consultant
agrees to indemnify the City for any tax, retirement contribution, social security,
overtime payment, or workers’ compensation payment which the City may be
required to make on behalf of the Consultant or any employee of the Consultant for
work done under this agreement.
The Consultant shall be aware of the requirements of the Immigration Reform
and Control Act of 1986 and shall comply with those requirements, including, but
not limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and consultants that are included in this agreement.
15. CONFORMITY TO LEGAL FtEOIJWWENTS
The Consultant shall cause all recommendations to conform to all applicable
requirements of law: federal, state and local. Consultant shall provide all necessary
supporting documents, to be filed with any agencies whose approval is necessary.
The City will provide copies of the approved plans to any other agencies.
11 Rev. 7/2/90
16. OWNERSHIP OF WCUMENTS
AU reports and studies as herein required are the property of the City, whether
the work for which they are made be executed or not. In the event this contract is
terminated, all documents, plans, specifications, drawings, reports, and studies shall
be delivered forthwith to the City. Consultant shall have the right to make one (1)
copy of the plans for hisher records.
17. HOLD HARMLESS AGREEMENT
The City, its 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, not for personal injuries or death caused by, or claimed to have
been caused by, or resulting from, any intentional or negligent acts, errors 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
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
plans and specifications.
12 Rev. 7/2/90
18. ASSIGNMENT OF CONTRAm
The Consultant shall not assign this contract or any part thereof or any mories
due thereunder without the prior written consent of the City.
19. SUBCONTRACTING
If the Consultant shall subcontract any of the work to be performed under this
contract 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
contract 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 contract applicable to
Consultant's work unless specifically noted to the contrq in the subcontract in
question approved in writing by the City.
20. PROHIBITED INTENZX
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 this agreement, shall become directly or indirectly
interested personally in this contract or in any part thereof. No officer or employee
of the City who is authorized in such capacity and on behalf of the City to exercise
13 Rev. 7/2/90
any executive, supervisory, or similar functions in connection with the performance
of this contract shall become directly or indirectly interested personally in this
contract or any part thereof.
21. 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 contract, shall affect or
modify any of the terms or obligations herein contained nor entitle the Consultant
to any additional payment whatsoever under the terms of this contract.
22. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all
terms, conditions, and provisions hereof shall insure to and shall bind each of the
parties hereto, and each of their respective heirs, executors, administrators,
successors, and assigns.
23. EFFEClWE DATE
This agreement shall be effective on and from the day and year first above
written.
14 Rev. 7/2/90
24. CONFLICT OF
The Consultant shall file a Conflict of Interest Statement with the City Clerk in
accordance with the requirements of the City of Carlsbad Conflict of Interest Code.
The Consultant shall report investments or interests in real property.
25. INSURANCE
The Consultant shall obtain and maintain policies of general liability insurance,
automobile liability insurance, and a combined policy of worker‘s compensation and
employers liability insurance from an insurance company authorized to do business
in the State of California which meets the requirements of City Council Resolution
No. 90-96 in an insurable amount of not less than one million dollars ($1,000,000)
each, unless a lower amount is approved by the City Attorney or the City Manager.
This insurance shall be in force during the life of this agreement and shall not be
canceled without thirty (30) days prior written notice to the City sent by certified
mail.
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15 Rev. 7/2/90
The City shall be named as an additional insured on these policies. The
Consultant shall furnish certificates of insurance to the City before commencement
of work.
Executed by Consultant this 54 day of
1990.
CONSULTANT:
Towers. Pemn. Forster. & Crosbv
(name of Consultant)
By:
qsign here)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
ATTEST:
(print name here) "
(title and orgilfiization of signatory) . KAREN R. KUNDTZ, Assistant City Clerk
(Proper notarial acknowledgment of execution by CONSULTANT must be attached.)
(President or vice-president and secretary or assistant secretary must sign for
corporations. If only one officer signs, the corporation must attach a resolution
certified by the secretary or assistant secretary under corporate seal empowering
that officer to bind the corporation.)
APPROVED AS TO FORM:
VINCENT F. BIONDO, JR.
16 Rev. 7/2/90
AGREEMENT
THIS AGREEMENT, made and entered into as of the first day of
January, 1991, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as "City", and Filarsky & Watt,
hereinafter referred to as "Consultant".
REClTALS
City requires the services of Filarsky & Watt, consultant to
provide Legal Services; and Consultant possesses the necessary
skills and qualifications to provide the services required by the
City;
NOW, THEREFORE, in consideration of these recitals and the
mutual covenants contained herein, City and Consultant agree as
follows:
1.
To provide Legal Services in representing the City on
employerlemployee relations issues.
1 Rev. 10122l90
2. - The City shall be obligated to assist the Consultant as
mutually agreed.
3. FEES TO BE PAID TO CONSULTANT
Consultant to be paid at a hourly rate of $120.00 for
professional services.
This hourly rate is subject to change on an annual basis.
4. P
This agreement shall extend for a period of one (1) year
commencing January 1, 1991. The contract may be extended for
three (3) additional one (1) year periods or parts thereof, based upon
satisfactory performance and the City's needs.
5. -
Payment of fees shall be on a monthly basis predicated on hours
worked.
2 Rev. 10/22/90
..
6.
If, in the course of the contract, changes seem merited by the
Consultant or the City, and informal consultations with the other
party indicate that a change in the conditions of the contract is
warranted, the Consultant or the City may request a change in
contract. Such changes shall be processed by the City in the
following manner: A letter outlining the required changes shall be
forwarded to the City by Consultant to inform them of the proposed
changes along with a statement of estimated changes in charges or
time schedule. A supplemental agreement shall be prepared by the
City and approved by the City according to the procedures described
in Carlsbad Municipal Code Section 3.28.172. Such supplemental
agreement shall not render ineffective or invalidate unaffected
portions of the agreement.
7. COVFNANTS AGAINST CONTIN-
The Consultant warrants that their firm 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
3 Rev. 10122l90
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 contingent upon, or
resulting from, the award or making of 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 fees,
gift, or contingent fee.
8. E(ONDISCR&UNATION CLAUSE
The Consultant shall comply with the state and federal laws
regarding nondiscrimination.
9. -NATION OF CO-
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 nonperformance by notifying the
Consultant by certified mail of the termination of the Consultant.
The Consultant, thereupon, has five (5) working days to deliver said
4 Rev. 10/22/90
documents owned by the City and all work in progress to the Human
Resources Director. The Human Resources Director shall make a
determination of fact based upon the documents delivered to 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 City Manager, the Manager
shall determine the final payment of the contract.
10. DISPUTES
If a dispute should arise regarding the performance of work
under this agreement, the following procedure shall be used to
resolve any question of fact or interpretation not otherwise settled
by agreement between parties. Such questions, if they become
identified as a part of a dispute among persons operating under the
provisions of this contract, shall be reduced to writing by the
principal of the Consultant or the Human Resources Director. 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 Human Resources Director
or principal receiving the letter shall reply to the letter along with
a recommended method of resolution within ten (10) days. If the
5 Rev. 10122190
resolution thus obtained is unsatisfactory to the aggrieved party, a
letter outlining the dispute shall be forwarded to the City Council
for their resolution through the Office of the City Manager. The City
Council may then opt to consider the directed solution to the
problem. In such cases, the action of the City Council shall be
binding upon the parties involved, although nothing in this procedure
shall prohibit the parties seeking remedies available to them at law.
11. SUSPFNSION OR TFRMINATION OF S-
This agreement may be terminated by either party upon tendering
thirty (30) days written notice to the 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. The City shall make the final
determination as to the portions of tasks completed and the
compensation to be made.
6 Rev. 10/22/90
12. STATUS OF THF 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 independent calling, and not as an employee of the City.
Consultant shall be under control of the City only as to the result to
be accomplished, but shall consult with the City as provided for in
the request for proposal.
The Consultant is an independent contractor of the City. The
payment made to the Consultant pursuant to the contract shall be
the full and complete compensation to which the Consultant is
entitled. The City shall not make any federal or state tax
withholdings on behalf of the Consultant. The City shall not be
required to pay any workers' compensation insurance on behalf of the
Consultant. The Consultant agrees to indemnify the City for any tax,
retirement contribution, social security, overtime payment, or
workers' compensation payment which the City may be required to
make on behalf of the Consultant or any employee of the Consultant
for work done under this agreement.
The Consultant shall be aware of the requirements of the
Immigration Reform and Control Act of 1986 and shall comply with
7 Rev. 10/22/90
those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors
and consultants that are included in this agreement.
13. OWNERSHIP OF DOCUMFNTS
All plans, studies, sketches, drawings, reports, and
specifications as herein required are the property of the City,
whether the work for which they are made be executed or not. In the
event this contract is terminated, all documents, plans,
specifications, drawings, reports, and studies shall be delivered
forthwith to the City. Consultant shall have the right to make one
(1) copy of the plans for hislher records.
1 4. BFPRODUCTlm
The Consultant agrees that all copyrights which arise from
creation of the work pursuant to this contract shall be vested in
City and hereby agrees to relinquish all claims to such copyrights in
favor of City.
8 Rev. 10122190
-.
15. HOLD HAqMLFSS AGREEMFNT
The City, its 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, any intentional or
negligent acts, errors or omissions of Consultant or Consultant's
agents, employees, or representatives. Consultant agrees to defend,
indemnify, and save free and harmless the City and its officers and
employees against any of the foregoing liabilities or claims of any
kind and any cost, expense or attorney's fees which are incurred by
the City on account of any of the foregoing liabilities, including
liabilities or claims by reason of alleged defects in any plans and
specifications.
9 Rev. 10/22/90
16. PSSIGWFNT 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.
17. SUBCONTRACTING
If the Consultant shall subcontract any of the work to be
performed under this contract 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 contract 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 contract
applicable to Consultant's work unless specifically noted to the
contrary in the subcontract in question approved in writing by the
City.
10 Rev. 10122190
18. 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 this
agreement, shall become directly or indirectly interested personally
in this contract or in any part thereof. No officer or employee of the
City who is authorized in such capacity and on behalf of the City to
exercise any executive, supervisory, or similar functions in
connection with the performance of this contract shall become
directly or indirectly interested personally in this contract or any
part thereof.
19. WAL AGREEMFNT 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 contract, shall affect or modify any of the terms or obligations
herein contained nor entitle the Consultant to any additional
payment whatsoever under the terms of this contract.
11 Rev. 10/22/90
20. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 15, "Hold Harmless
Agreement," all terms, conditions, and provisions hereof shall insure
to and shall bind each of the parties hereto, and each of their
respective heirs, executors, administrators, successors, and
assigns.
21. EFFFCTIVE DATE
This agreement shall be effective on and from the day and year
first above written.
22.
The Consultant shall file a Conflict of Interest Statement with
the City Clerk in accordance with the requirements of the City of
Carlsbad Conflict of Interest Code. The Consultant shall report
investments or interests in real property.
23. MSURANCE
The Consultant shall obtain and maintain policies of general
liability insurance, automobile liability insurance, and a combined
12 Rev. 10/22/90
policy of worker's compensation and employers liability insurance
from an insurance company authorized to do business in the State of
California which meets the requirements of City Council Resolution
No. 90-96 in an insurable amount of $300,000. This insurance shall
be in force during the life of this agreement and shall not be
canceled without thirty (30) days prior written notice to the City
sent by certified mail.
.
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13 Rev. 10122190
r
Executed by Consultant this Ju day of I/ 1991.
CONSULTANT:
v & Watt
(name of Consultant)
dL 4 L"7
(print name here)
A&**. /V.W &R"d rl
(title and organization of
signatory)
CITY OF CARLSBAD, a municipal
corporation of the State of
California
City Manager or Mayor
ATTEST:
City Clerk , , .-
KAREN R. KUNDTZ, Assistant City Clerk
(Proper notarial acknowledgment of execution by CONSULTANT must
be attached.)
14 Rev. 10/22/90
r. *
(President or vice-president and secretary or assistant secretary
must sign for corporations. If only one officer signs, the
corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering that officer to
bind the corporation.)
,
APPROVED AS TO FORM:
VINCENT F. BIONDO, JR.
City Attorney
.
15 Rev. 10/22/90