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HomeMy WebLinkAbout1998-03-03; City Council; 14569; APPROVAL OF CONSULTANT AGREEMENT FOR ACQUISITION SERVICES FOR THE POINSETTIA LANE EXTENSION FROM AVIARA PARKWAY TO BLACK RAIL ROAD"- L 0 6 F+J 41 L-' CIi II OF CARLSBAD -AGENDA ILL rl A i AB# 14,569 TITLE: APPROVAL OF CONSULTANT AGREEMENT FOR ACQUISITION SERVICES FOR THE MTG. 3/03/98 CITY ATTY. - POINSETTIA LANE EXTENSION FROM I DEw. PW I AVIARA PARKWAY TO BLACK RAIL ROAD I CITY MGR. f - I ci 0 9 3 2 2 0 F 2 -! z 3 0 0 ti ~ ~ ~ ~~~ RECOMMENDED ACTION: Adopt Resolution No. 98-50 approving a consultant agreement with JANMAC, INC., acquisition services for the Poinsettia Lane extension from Aviara Parkway to Black Rail Road. ITEM EXPLANATION: On April 2, 1996, Council approved the tentative map for Carlsbad Tract 93-09 known Ocean Bluff located east of Aviara Parkway along the extension of Poinsettia Lane within Zone ~ As a condition of approval, the developer is required to extend a portion of Poinsettia Lane frl Aviara Parkway to the western boundary of the Ocean Bluff project which lies approximately 1,s feet west of the future Black Rail Road. In June of 1997, Council adopted the Fiscal Year 97. Capital Improvement Program (CIP) budget which included funding for the construction and reimbursement for construction of Poinsettia Lane from Aviara Parkway to Black Rail Road. The Ocean Bluff developer now wishes to proceed with the construction of their project includ the construction of Poinsettia Lane from Aviara Parkway to their subdivision boundary. In order proceed with construction, the developer must acquire rights-of-way from five separate prop€ owners. Typically, the City would require the developer to negotiate with the property owners the rights-of-way. City participation would be limited to initiation of condemnation proceedir when, and if, the property owner reaches an impasse with a property owner(s) over acquisition the necessary easements. It is staffs desire to expand the right-of-way acquisition to include all required rights-of-way Poinsettia Lane from Aviara Parkway to Black Rail Road consistent with the requirements of ' approved CIP project. In addition, staff has been negotiating with the developer to revise tt project conditions to require construction of the center two lanes of Poinsettia Lane from Avi; Parkway to Black Rail Road. The developer is willing to accept such a revised condition provic that the City secure the additional rights-of-way and provide reimbursement consistent with provisions of the Engineer's Report for Bridge and Thoroughfare District (B&TD) No. 2. Staff intends to bring the revised Ocean Bluff project forward to Council in the next few months. the meantime, staff recommends proceeding with the acquisition under the existing developm and CIP project approvals. Staff also recommends that the City assume the acquisition duties all impacted parcels including those which are the existing obligation of the developer. T recommendation is made to assure consistency in the acquisition process and because funding the rights-of-way are, in either case, paid for out of the B&TD No. 2 fund. It is contemplated that a portion of the Ocean Bluff access road from Poinsettia Lane to Ocean Bluff project site be acquired concurrently with the acquisition of Poinsettia Lane. Thi: necessary since the access road crosses property which also includes right-of-way for Poinse Lane. The proposed acquisition consultant has estimated this additional work will cost $6,1 Since this work is not eligible for B&TD funding, the developer has posted a deposit in this am0 to pay for this work. The developer is anxious to proceed with the property acquisition so that tl may proceed with the construction early in spring. Page 2 of Agenda Bill No. c, 569 e Staff recommends using the services of JANMAC, INC., to contact the various property owners 2 negotiate for the required rights-of-way in accordance with the terms of the agreement (attached Exhibit 3). Bids were not solicited for this work since property expropriation work is a narl specialty and Bill MacFarlane of JANMAC, INC., is both familiar with the needs of the City and I worked closely with our condemnation counsel on previous projects. This combination qualifications makes JANMAC, INC., uniquely qualified for this project. The Purchasing Officer n waive the requirement for solicitation of multiple proposals if only one individual or firm can pro\ the professional service pursuant to City Code Section 3.28.1 50. The alignment of Poinsettia Lane from Aviara Parkway to Black Rail Road was included within ' Zone 20 Specific Plan project description for which an EIR was certified (EIR 90-03). No furtl environmental review is needed for this action. ENVIRONMENTAL: The alignment and grading for Poinsettia Lane from Aviara Parkway to Black Rail Road VI included within the Zone 20 Specific Plan project description for which an EIR was certif (EIR 90-03). No further environmental review is needed for this action. FISCAL IMPACT: The estimated cost for the property acquisition services is $30,900. Of this amount, $24,720 will paid for out of the B&TD No. 2 fund. The Ocean Bluff developer has posted a cash deposit $6,180 to cover the remainder of the costs for that portion which is not eligible for B&TD No funding. The City has appropriated $250,000 from B&TD No. 2 for Poinsettia Lane in the FY 97- budget. Another $1,500,000 is programmed for appropriation in the next fiscal year. An additiol $496,000 of developer credits for the Ocean Bluff project will be applied to the project. A summi of project costs is shown below. Acquisition Consultant $2,630,900 TOTAL $2,200,000 Design/Construction $400,000 Property Acquisition $30,900 At present time, there are insufficient funds allocated to cover the full costs to extend Poinset Lane from Aviara Parkway to Black Rail Road. The difference will be paid for by the developer a later reimbursed with other B&TD No. 2 funds as they become available. Funds are available cover the cost of this contract with JANMAC, INC. EXHIBITS: 1. Location Map. 2. Resolution No. 98-50 approving a consultant agreement with JANMAC, INC., i acquisition services for the Poinsettia Lane extension from Aviara Parkway to Black R Road. 3. Consultant agreement for JANMAC, INC. 0 0 LOCATION MAP rn ="-w-n m ss" -" MWL PROJECT NAME POINSETTIA LA NE RIGHT-OF- WA Y ACQUISITION MAP EXHIE I i* 1 2 3 4 5 + fsy i !A .' 4 : . " 0 RESOLUTION NO. 98-50 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AGREEMENT WITH JANMAC, INC., FOR ACQUISITION SERVICES FOR THE POINSETTIA LANE EXTENSION FROM AVJARA PARKWAY TO BLACK RAIL ROAD, ' CARLSBAD, CALIFORNIA, APPROVING A CONSULTANT WHEREAS, the developer of the Ocean Bluff project (CT 93-09) is required pursual 6/ condition of approval to install a portion of Poinsettia Lane from Aviara Parkway tc subdivision boundary; and 7 8 WHEREAS, City has budgeted funds in the current Capital Improvement Progr 9 Parkway to Black Rail Road; and 10 construct and/or reimburse others for the construction of a portion of Poinsettia Lane from 11 WHEREAS, City desires at this time to complete the full acquisition of the right-l 12 and appurtenant easements needed to construct Poinsettia Lane from Aviara Parkway to Rail Road; and 13 WHEREAS, funds have been collected under Bridge and Thoroughfare District Nc 14 15 the purpose of constructing certain portions of Aviara Parkway and Poinsettia Lane; and WHEREAS, developer funds have been contributed to acquire right-of-way for an i 16 road appurtenant to the Poinsettia Lane right-of-way; and 17 WHEREAS, the alignment and construction of Poinsettia Lane from Aviara Park l8 approval pursuant to the previously approved Zone 20 Specific Plan; and 19 Black Rail Road were found consistent with the General Plan and received environ 20 WHEREAS, JANMAC, INC., was selected as the one qualified firm to provide acq 21 funds are currently available; and 22 services for the Poinsettia Lane extension for a fee not-to-exceed $30,900 and that SL WHEREAS, the Purchasing Officer has waived the requirement for solicitation of r .. pioposals for professional services to acquire the needed right-of-way and appu 23 24 I I easements for Poinsettia Lane pursuant to City Code Section 3.28.1 50. 25 ' NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ca 26 California, as follows: 27 1. That the above recitations are true and covect. 28 It e 0 *. 1 2. That a consultant agreement with JANMAC, INC., for acquisition services fc 2 3 Poinsettia Lane extension as described in the attached contract is hereby approved an 4 Mayor and City Clerk are hereby authorized and directed to execute said agreement. 3. Following Mayor's signature of the agreement, the City Clerk is further authc and directed to forward copies of said agreement to JANMAC, INC., and the Assistan Engineer for their files. 5 6 7 PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Cc 8 held on the 3rd day of March , 1998 by the following vote, to wit: 9 10 AYES: Council Members Lewis, Nygaard, Kulchin and Hall NOES: None 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ABSENT: Council Member Finnila ATTEST: ALETHA L. Mu"T ENKRANZ, City Clerk ' (SEAL) 0 0 .. AGREEMENT FOR ACQUISITION SERVICES FOR THE POINSETTIA LANE EXTENSION FROM AVIARA PARKWAY TO BLACK RAIL ROAD THIS AGREEMENT is made and entered into as of the 2-L -%+ day o U" , 1q-y and between the CITY OF CARLSBAD, a municipa corporation, hereinafter referred to as "City", and JANMAC, INC., hereinafter referred to as "Contractor." RECITALS City requires the sewices of a expropriation Contractor to provide the necessap acquisition services for the Poinsettia Lane extension from Aviara Parkway to Black Rai Road; 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. CONTRACTORS OBLIGATIONS A. Review preliminary title reports, appraisal reports, right-of-way plats, legal descriptions, improvement plans, and other related documents in sufficient detail so as to be fully prepared for the negotiation process. B. When necessary, meet with the appraiser, project engineer and attorney. C. Obtain the City's approval to present the fair market value offers in writing to the property owners. Said offer letter shall include an appraisal summaiy statement, right-of-way contract, and the applicable deeds as prepared by the Contractor. The right-of-way contract shall be similar to the format used by Caltrans. rev. 10/22/97 1 0 @ D. E. F. G. H. I. J. K. L. M. Conduct negotiations in a professional, fair, honest, equitable, and ethical manner. Every reasonable effort will be made to negotiate with the property owner on a person-to-person basis. If the owner designates another party to negotiate with, such as an attorney, the Contractor will abide by the owner's request. Meet and negotiate with the property owners or their designated representatives until a negotiated settlement is finalized or an impasse in negotiations has been reached. Open an escrow upon the acceptance of settlement offer. Prepare a final settlement offer to be mailed to the property owner if an impasse in negotiations has been reached. A threat of condemnation shall not be used to coerce a property owner into accepting the fair market value offer. An offer to acquire the entire property will be made when the acquisition of a portion of the larger parcel would leave the remaining portion in such shape or condition as to constitute an uneconomic remnant. Coordinate the papework processing between the City and the escrow company and between the escrow company and the property owner. This includes follow-up to obtain deed signatures, notarizations, lien releases, partial reconveyances and subordination agreements. Advise staff of the status of negotiations and the likelihood of a negotiation impasse which would require and eminent domain action. Be available to advise the City and participate in settlement negotiations during the condemnation process. Also participate, if required, in the discovery process for condemnation actions. Maintain an acquisition file for each parcel for the recording of contacts and the filling of related correspondence. Prepare monthly acquisition status reports and maintain a current time line schedule for the right-of-way certification target date for the project. Provide in a professional manner all of the labor, technical, administratlve. professional and other personnel, all supplies and materials, vehcfe transportation, office space and facilities, necessary or proper to perform and complete the right-of-way acquisition assignment including, but no! limited to, the preparation of GrubbinglClearing Permits, Right of Ent9 Permits, Right-of-way Contracts, and conveyance documents. rev. 10/22/97 2 0 0 2. CITY OBLIGATIONS The City shall: A. City shall directly or indirectly provide the Contractor with a copy of the approved appraisal, a copy of the preliminary title reports, right-of-way plats, legal descriptions, improvement plans and other related documents deemed necessary for the negotiation process. In the event a condemnation action is required, the City will prepare and mail the Notice of Public Hearing to consider the adoption of a Resolution of Necessity to proceed with a condemnation action. Concurrently, the City shall directly or indirectly provide the Contractor with a copy of the litigation guaranty (report), a copy of the public hearing notice and a copy of the ultimate resolution approving public necessity and authorizing the condemnation action. B. City shall designate a staff person as the point of contact for the Contractor and provide access to the City Attorney or Special Counsel regarding legal questions pertaining to negotiated settlement proposals, meeting. the acquisition process, the condemnation process or an owner requested C. City shall provide Contractor with a written statement as to the target dates needed for grubbing/clearing operations and right-of-way certification. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (1 0) days after receipt of notification to proceed by the City and be completed within ninety (90) days of that date. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Assistant City Engineer. The Assistant City Engineer will give allowance 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. rev. 10/22/97 3 0 0 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall not exceed $30,900. 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. Monthly payments will be made on a time-and-materials basis at a rate of $75 per hour. 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) 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 Contract01 within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within ten (IO) days of completion and approval of the Assistant City Engineer the Contractor shall deliver to the City the following items: 0 Recorded interests for the required right-of-way by negotiated settlemen and/or condemnation action. rev. 10/22/9; 4 0 0 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 othewise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. rev. 10/22/97 5 0 0 IO. 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 Assistant City Engineer. The Assistant City Engineer 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. rev. 10/22/97 6 0 0 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 Contractor or the City's Assistant City Engineer. 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's Assistant City Engineer 01 principal receiving the letter shall reply to the letter along with a recommended methoc 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 fol their resolution through the Office of the City Manager. The City Council may then op' to consider the directed solution to the problem. In such cases, the action of the Cio Council shall be binding upon the parties involved, although nothing in this procedurc 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 bc asserted as part of the contract process as set forth in this agreement and not tr anticipation of litigation or in conjunction with litigation. The Contractor acknowledge: that if a false claim is submitted to the City, it may be considered fraud and thc Contractor may be subject to criminal prosecution. The Contractor acknowledges tha rev. 10/22/9 7 0 0 California Government Code sections 12650 et sea., 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 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 proce 1) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, nd 3.32.028 pertaining to false claims are incorporated herein by reference. 1) 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, rev. 10/22/9i 8 0 m The Contractor is an independent Contractor of the City. The payment made to the Contracto'r 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 hislher 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. 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 Contractors 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. rev. 10/22/97 9 0 0 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 voluqteers from and against all claims, damages losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct, or negligent act, or omission o the contractor, any subcontractor, anyone directly or indirectly employed by any of then or anyone for whose acts any of them may be liable. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any rnonie: due thereunder without the prior written consent of the City. rev. 10/22/9 10 0 0 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully 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 tc negotiate, make, accept, or approve, or take part in negotiating, making, accepting, 01 approving of this agreement, shall become directly or indirectly interested personally ir this contract or in any part thereof. No officer or employee of the City who is authorize( in such capacity and on behalf of the City to exercise any executive, supervisory, o similar functions in connection with the performance of this contract shall becomc directly or indirectly interested personally in this contract or any part thereof. rev. 1012219' 11 0 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 modi0 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 thls responsibility. rev. 10122197 12 0 e 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 connection 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. 91403. A. Coveracles 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. 13 rev. 10/22/97 0 0 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. 4. Professional Liability. Errors and omissions liability appropriate to the contractor's profession with limits of not less than $1,000,000 per claim. Coverage shall be maintained for a period of five years following the date of completion of the work. 6. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement 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 and Professional Liability. 2. The Contractor shall furnish certificates of insurance to the City before commencement of work. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made 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 rev. 10/22/97 14 0 0 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: For Contractor: Title Assistant Citv Enaineer Y Name David Hauser Address 2075 Las Palmas Drive Carlsbad, CA 92009 Title Expropriation Contractor Name W. L. MacFariane Address 1141 7 W. Bernardo Court, Suite B San Dieao. CA 92127-1 639 ~~ Y" ~~ ~ ~" ArchitecVLicense Number: 28. BUSINESS LICENSE 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 rev. 10/22/97 15 t e e 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 ZLkL day of3 9 19% CONTRACTOR: JANMAC, INC. (print namekitle) By: (sign here) (print name/title) &UT&+-\ City Clerk (Proper notarial acknowledgment of execution by Contractor 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: RONALD R. BALL City Attorney BY. rev. 10122l97 16 < 0 RESOLUTION No. ONE: BY-LAWS of JANMAC, INC. ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS The Board of Directors at the special meeting held in San Diego, California, on January 14, 1994, adopted the following resolution: In accordance with the provisions set forth under ARTICLE V of said by- laws, the Directors hereby authorize either one (1) corporate officer (President or Secretary), or (1) director, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. The above Resolution Number ONE is hereby Certified by the Secretary of the corporation on this 14th day of January, 1994. . &X rn&JAL#a- JaCr'et L. MacFarlgne, Secretary JANMAC, INC. CORPORATE SE:II CqLIFORNfA P ALL-PURWE ACKNOWLEDGMENT I 0 State of California County of San Diego On JfhMy 26; / ?4& before me, Jack P. Clausen, Nolary Public - We Name and Tile of Waec (ag., =lane Doe/Notary Pa6) i personally appeared ut lIr'a4v '* hqc F-UW- Name(s) d Signer(S) c3 personally known to me "OR -?proved to me on the basis of satisfactory evidence to be the person whose name0 is/- subscribed to the within instrumc and acknowledged to me that heRhMwyexecuted i same in him aUthoriZed capacity(ies), and that his- signatureo on the instrument the persont or the entity upon behalf of which the person(!$ actc executed the instrument. WITNESS my hand and official seal. SigmturedNaaryP~ OPTIONAL fraudulent momlandreattadrment of lf)~ form to anoher document mwgh ehe infMmati6n below is not r&d by &w. it may pave Mluap/e lo Funs +w on the document and could pre~ Description of Attached Document Tdleor - f Document: &-WLNCNT ~~Z-~Z~GCES Q Document Date: JkQUk;/ a&, !s96 Number of Pages: /6f/esMh Signer(s) Other Than Named Above: PA' tl/ of cd"R @% >%/&5Ek'rifT;clFf Signer's Name: 0 Individual 13 Individual 0 Corporate Officer 0 Partner - 0 Limited 0 General Tiile(s) : 0 Attorney-in-Fad 0 Attorney-in-Fact Q Trustee 0 Trustee I3 Guardian or Conservator 0 Guardian or ConSerbator 0 Other: Signer is Representing: Signer is Representing: I'