HomeMy WebLinkAbout1996-12-17; City Council; 13974; Southwest Communication Resources Inc AgreementiB# /3,(i3 ? TITLE: APPROVE CONSULTANT AGREEMENT
AND APPROPRIATE FUNDS FOR COMMUNITY
WORKSHOP AND FACILITATION CONSULTANTS
FOR THE BARRIO SPECIFIC PLAN
ATG. J2-17 - c/ 6
)EPT. CD
RECOMMENDED ACTION:
Staff recommends APPROVAL of Resolution No. 96- 442. approving a consultant agreement
with Southwest Communication Resources, Incorporated and appropriation of funds for
community workshop and facilitation services for the Barrio Specific Plan.
ITEM EXPLANATION:
For several months, the City Council has received substantial community input, both positively
and negatively, regarding the proposed ”Barrio Specific Plan.” In response to the substantial
community interest in this issue, the City Council has recently appointed a seven (7) member
Citizens Committee to meet and discuss the plan as well as other community issues. In an effort
to help focus the ongoing discussion about the plan, staff recommends retaining the services of an
independent, experienced community workshop and facilitation group to assist the City and the
community.
Attached for the City Council’s review and approval is a consultant agreement with Southwest
Communication Resources, Incorporated to provide community workshop and facilitation
services. This group is very experienced in similar community oriented issues and has been used
extensively by many public agencies and private companies in the San Diego County area. The
consultants and City staff will begin meeting with the seven (7) member Citizens Committee in
mid-January. Staff recommends approval of the consultant agreement.
FISCAL IMPACT:
The attached consultant agreement is on an hourly, time and materials basis. The estimated cost
for the consulting services is $27,600 in addition to an estimated $3,000 for direct contract
expenses including customary reimbursable expenses for a total of $30,600.
Staff recommends an appropriation of $30,600 from the General Fund Council Contingency
Account to the Community Development Department’s fiscal 1996-97 Administration Division
account for the costs associated with this agreement.
EXHIBITS:
1. Resolution Number 96- 4y& approving a consultant agreement and appropriating
funds.
2. Consultant agreement.
1
2
3
4
5
6
7
a
9
. 10
11
12
13
14
15
16
17
la
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 96-442
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD
CALIFORNIA APPROVING A CONSULTANT AGREEMENT AND
APPROPRIATING FUNDS.
WHEREAS, the City Council of the City of Carlsbad, California has previously appointed
a seven member citizens committee to study community issues;
WHEREAS, a consultant agreement has been prepared with an experienced community
workshop, communications, and facilitation group to assist the City with the work of the
Citizens Committee;
WHEREAS, by this action the City Council hereby finds it necessary, desirable, and in
the public interest to proceed with said consultant agreement.
NOW, THEREFORE, BE IT RESOLVED as follows:
1. That the above recitations are true and correct.
2. That a consultant agreement with Southwest Communication Resources
Incorporated, attached hereto and incorporated herein, is hereby approved and the Mayor is
authorized to execute said agreement. Following the signature of said agreement by the
Mayor, the City Clerk is authorized to forward copies of said agreement to the
aforementioned consultants at 501 5 Westminister Terrace, San Diego CA 921 16, and the
Community Development Department.
3. That the Finance Director is authorized to transfer $30,600 from the General Fund
Council Contingency account to the Community Development Department, Administration
Division account for said services.
111
111
111
Ill
Ill
111
.
L.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Carlsbad City Council
held on the 17th day of December , 1996, by the following vote, to wit:
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin and Hall
NOES: None
ABSENT: None
ATTEST:
2.' @G."
ALETHA L. RAUTENKRANZ, City Clerk
(SEAL)
2.
AGREEMENT FOR COMMUNITY OUTREACH, COMMUNICATION,
AND WORKSHOP FACILITATION PROGRAM
THIS AGREEMENT, made and entered into as of the fiAday of Da&-,&g$ 1996,
by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as
"City", and SOUTHWEST COh4MUNICATION RESOURCES, INCORPORATED, hereinafter
referred to as "Contractor."
RECITALS
City requires the services of a community outreach, communication, and workshop
facilitation program Contractor to provide necessary community services; and Contractor
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 Contractor agree as follows:
1. CONTRACTOR'S OBLIGATIONS
Contractor shall assist City wiih developing and implementing a community outreach,
communication, and workshop facilitation program for the Carlsbad community by:
a. Identifying key issues and barriers to communication;
b. Assisting in identifying opinion leaders reflective of all aspects of the diverse
Carlsbad communities;
c. Establishing relationships and solidify partnerships between and among key leaders
throughout the Carlsbad communities;
d. Facilitating open lines of communication among the Carlsbad communities and the
City organization;
1 Rev. 8/26/96
e. Recommending mechanisms and processes that will insure sustained channels of
communication among the Carlsbad communities and the City organization.
This program may include, but not be limited to:
f. Meetings with City officials;
g. Design of interview and focus group protocols;
h. Individual meetings with community leaders;
i. Focus group sessions;
j. Data analysis and report preparation;
k. Preparation for feedback sessions;
1. Feedback sessions;
m. Large group sessions and design and delivery of final products.
2. CITY OBLIGATIONS
The City shall designate and authorized representative(s) to work with Contractor during
the course and scope of this work. The City shall provide meeting space and related requirements
for Contractor to conduct the work while in Carlsbad. The City shall provide copies of all
existing and available materials, reports, data, exhibits, meeting minutes, and other information
that may assist Contractor with this work. The City shall pay Contractor in accordance with the
terms and conditions of this agreement.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (IO) days after receipt of notification to
proceed by the City and be completed within 180 days of that date. Extensions of time may be
granted if requested by the Contractor and agreed to in writing by the City Manager or his
authorized representative . The City Manager or his authorized representative will give allowance
2 Rev. 8/26/96
for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of
foresight on the part of the Contractor, or delays caused by City inaction or other agencies' lack
of timely action.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall be $30,600 on an hourly, time
and materials basis, computed as:
a. The rate of $1,200 per day, per consultant ($150 per hour, per consultant)
totaling $27,600. The total number of days estimated for this work is
23 consultant days
b. The not-to-exceed sum of $3,000 for direct contract expenses
No other compensation for services will be allowed except those items covered by
supplemental agreements per Paragraph 8, "Changes in Work." The City reserves the right to
withhold a ten percent (10%) retention until the project has been accepted by the City.
5. DURATION OF CONTRACT
This agreement shall extend for a period of two (2) years from date thereof The contract
may be extended by the City Manager for two (2) additional one (1) year periods or parts thereof,
based upon a review of satisfactory performance and the City's needs. The parties shall prepare
extensions in writing indicating effective date and length of the extended contract.
6. PAYMENT OF FEES
Payment of approved items on the invoice shall be mailed to the Contractor within 30 days
of receipt of the invoice.
7. FINAL SUBMISSIONS
Within ten (1 0) days of completion and approval of the final meeting associated with this
3 Rev. 8/26/96
work, the Contractor shall deliver to the City a find written summary report of the program
developed and implemented as well as the activities undertaken.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the City, and
informal consultations with the other party indicate that a change in the conditions of the contract
is warranted, the Contractor 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 Contractor to inform them of the proposed changes along with a
. statement of estimated changes in charges or time schedule. A Standard Amendment to
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 Amendment to Agreement shall
not render ineffective or invalidate unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for the Contractor, to solicit or secure this
agreement, and that Contractor 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.
.
4 Rev. 8/26/96
f-
10. NONDISCRIMINATION-CLAUSE
The Contractor shall comply with the state and federal laws regarding nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the work as
provided for in this contract, the City Manager may terminate this contract for nonperformance by
notifying the Contractor by certified mail of the termination of the Contractor.' The Contractor,
thereupon, has five (5) working days to deliver said documents owned by the City and all work in
progress to the City Manager or his authorized representative. The City Manager or his
authorized representative shall make a determination of fact based upon the documents delivered
to City of the percentage of work which the Contractor 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.
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 Contractor 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 Contractor 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 Manager shall make the final determination as to the
portions of tasks completed and the compensation to be made.
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
5 Rev. 8/26/96
dispute among persons operating under the provisions of this contract, shall be reduced to writing
by the principal of the Contractor or the City Manager or his authorized representative. 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 Manager or his
authorized representative or principal receiving the letter shall reply to the letter along with a
recommended method of resolution within ten (IO) 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. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the City must be asserted as
part of the contract process as set forth in this agreement and not in anticipation of litigation or in
conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the
City, it may be considered fraud and the Contractor may be subject to criminal prosecution. The
Contractor acknowledges that California Government Code sections 12650 etsea., the False
Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false
information or in reckless disregard of the truth or falsity of information. If the City of Carlsbad
seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation
costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may
subject the Contractor to an administrative debarment proceeding wherein the Contractor may be
6 Rev. 8/26/96
prevented to act as a Contractor on any public work or improvement for a period of up to five
years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of
Carlsbad to disqualify the Contractor from the selection proces + (Initial)
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and
3.32.028 pertaining to false claims are incorporated herein by referen . (Initial)
14. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor's own way as
an independent Contractor and in pursuit of Contractor's independent calling, and not as an
employee of the City. Contractor 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
persons used by the Contractor to provide services under this agreement shall not be considered
employees of the City for any purposes whatsoever.
The Contractor is an independent Contractor of the City. The payment made to the
Contractor pursuant to the contract shall be the full and complete compensation to which the
Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of
the Contractor or hidher employees or subcontractors. The City shall not be required to pay any
workers' compensation insurance or unemployment contributions on behalf of the Contractor or
hidher employees or subcontractors. The Contractor agrees to indemnify the City within 30 days
for any tax, retirement contribution, social security, overtime payment, unemployment payment or
workers' compensation payment which the City may be required to make on behalf of the
Contractor or any employee or subcontractor of the Contractor for work done under this
agreement or such indemnification amount may be deducted by the City from any balance owing
to the Contractor.
7 Rev. 8/26/96
f-.
The Contractor 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 REQUIREMENTS
The Contractor shall cause all drawings and specifications to conform to all applicable
requirements of law: federal, state and local. Contractor 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.
16. OWNERSHIP OF DOCUMENTS
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. Contractor shall have the right to make one (1) copy of
the plans for hidher records.
17. REPRODUCTION RIGHTS
The Contractor 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.
18. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers,
officials, employees and volunteers from and against all claims, damages, losses and expenses
including attorney fees arising out of the performance of the work described herein caused in
8 Rev. 8/26/96
whole or in part by any willful misconduct or negligent act or omission of the 'Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable, except where caused by the active negligence, sole negligence, or
willhl misconduct of the City of Carlsbad.
Contractor shall at its own expense, upon written request by the City, defend any such suit
or action brought against the City, its officers, officials, employees and volunteers. Contractors
indemnification of City shall not be limited by any prior or subsequent declaration by the
Contractor.
. 19. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies due
thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this contract by
the Contractor, Contractor shall be hlly responsible to the City for the acts and omissions of
Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by
Contractor. Nothing contained in this contract shall create any contractual relationship between
any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and
every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's
work unless specifically noted to the contrary in the subcontract in question approved in writing
by the City.
21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to .
9 Rev. 8/26/96
i-
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 finctions in connection with
the performance of this contract shall become directly or indirectly interested personally in this
contract or any part thereof.
22. 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 Contractor to any additional payment whatsoever
under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "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.
24. EFFECTIVE DATE -
This agreement shall be effective on and from the day and year first written above.
25. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the City's
conflict of interest code, that the Contractor will not be required to file a conflict of interest
statement as a requirement of this agreement. However, Contractor hereby acknowledges that
Contractor has the legal responsibility for complying with the Political Reform Act and nothing in
this agreement releases Contractor from this responsibility
IO Rev. 8/26/96
I-
-.
26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and any and all
amendments insurance against claims for injuries to persons or damage to property which may
arise out of or in COMeCtiOn with performance of the work hereunder by the Contractor, his
agents, representatives, employees or subcontractors. Said insurance shall be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:V" and shall meet the
City's policy for insurance as stated in Resolution No. 91-403.
A. Coverages and Limits.
Contractor shall maintain the types of coverages and minimum limits indicated
herein, unless a lower amount is approved by the City Attorney or City Manager:
1. Comprehensive General Liability Insurance. $1,000,000 combined single-
limit per occurrence for bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits shall apply separately to the work under
this contract or the general aggregate shall be twice the required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for
Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury
and property damage.
3. Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident for bodily injury.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this agreement
II Rev. 8/26/96
contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all policies excluding
Workers' Compensation.
2. The Contractor shall furnish certificates of insurance to the City before
commencement of work.
3. The Contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of the agreement and any
extension thereof and shall not be canceled without 30 days prior written notice to the City sent
by certified mail.
5. If the Contractor fails to maintain any of the insurance coverages required
herein, then the City will have the option to declare the Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order that the
required coverages may be maintained. The Contractor is responsible for any payments made by
the City to obtain or maintain such insurance and the City may collect the same from the
Contractor or deduct the amount paid from any sums due the Contractor under this agreement.
27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of the City and on behalf of the Contractor in connection with the foregoing are as
follows:
For City: Title Cornrnunitv Development Director
Name Martv Orenvak
Address 2075 Las Palrnas Drive
Carlsbad. California 92009
12 Rev. 8/26/96
For Contractor:
Contractor shall obtain and maintain a City of Carlsbad Business License for the duration
of the contract.
29. ENTIRE AGREEMENT
This agreement, together with any other written document referred to or contemplated
herein, embody the entire agreement and understanding between the parties relating to the subject
matter hereof Neither this agreement nor any provision hereof may be amended, modified,
waived or discharged except by an instrument in writing executed by the party against which
enforcement of such amendment, waiver or discharge is sought.
Executed by Contractor this /e day of L~L~YX ’\ L. , 19B.
CONTRACTOR:
S-L:-tLW.~us? QOW~ ,..__._ ,.~;(‘;.\,.*r.’~ej.c,,,-.u.,L.i
1 Name of Contractor
By.; q(,f&&- ,A: dLLy.,
!, / .Tkc.., <ec GLite.iL Sigdjre
~-~-i-,,&,lt ATTEST:
QQaL 74 Q& ALETHA L. RAUTENKRANZ, City Clhrk
(Proper nolarial acknowledgmbnt of execution by Contractor must be attached) i
13 Rev. 8/26/96
(President or vice president secretary or assistant secretary must sign for corporati&. ~f
only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that ofleer to bind the corporation)
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:
.
14 Rev. 8/26/96
I' (- I-
,.
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
On 12-2- 9 L before me, 4 -% h . I 3Y
Notary Public, personally appeared Ie~esncftc 5. +d- flL4L;da I. /(%!aJ, [ ] personally
known to me - or proved to me on the basis of satisfactory evidence to be the person@) whose
name(s) ware subscribed to the within instrument and acknowledged to me that k$k/they
executed the same in mr/their authorized capacity(ies1, and that by &/@&their signature@)
on the instrument the person(s2 or the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS my hand and official seal.
Rev. 8/26/96