HomeMy WebLinkAbout1998-07-14; City Council; 14759; RCE, Inc. Agreement ApprovalCI'I 7 OF CARLSBAD -AGENDA biLL I'
4B# jy 959
FOR PROFESSIONAL ENGINEERING SERVICES ATG. 711 4/98
TITLE: APPROVAL OF AGREEMENT
WITH RCE, INCORPORATED IEPT. ENG
RECOMMENDED ACTION:
Adopt Resolution No. 9.gf122ci approving a consultant agreement with RCE, Incorporated, a
California corporation, Charles A. Reynolds, President, to provide professional engineering
services.
ITEM EXPLANATION:
The Engineering Department contracts with some private consulting engineering firms in order to
obtain project management and professional engineering services to meet timelines for the capital
projects being processed. Staff is recommending that the City contract with RCE, Incorporated, a California corporation, Charles A. Reynolds, President, to assist staff on an as-needed basis with
facility planning, project management, review and recommendation of cost reports and studies.
The maximum amount payable to the consultant under the agreement will not exceed $150,000 for
each fiscal year. Individual project task orders that identify specific accomplishments will be
established by the Public Works Director and authorized as services are required. Fees will be
paid from the specific capital projects as work is completed by the consultant. The agreement will
be for two years with provisions for three consecutive one year extensions, based on the City's
need and satisfactory performance by the consultant, as approved by the City Manager.
Recommendation of the firm was based on a consultant selection process. This firm was
interviewed and recommended by staff as part of the review of eight different firms proposing to
provide engineering services. The firm was selected because it is best qualified and has resources
to provide the needed consultant project management services and is experienced with the City's
procedures and policies. An agreement with this firm will provide continuity in work that needs to
be accomplished.
FISCAL IMPACT:
Cost for the civil engineering services will be charged to the various capital projects as part of the
available project funding.
EXHIBITS:
1. Resolution No. 98 -2 approving an agreement with RCE, Incorporated, a California
corporation, Charles A. Reynolds, President, for professional engineering services.
2. Agreement with RCE, Incorporated, a California corporation, Charles A. Reynolds,
President, for professional engineering services as Exhibit "A" to the resolution.
July 20, 1998
RCE, Incorporated
Charles A. Reynolds, President
3207 Via Tonala
Carlsbad, CA 92008
RE: CONTRACT FOR PROFESSIONAL ENGINEERING SERVICES
Enclosed for your records are copies of Agenda Bill No. 14,759 and Resolution NO.
98-229, that went before the Carlsbad City Council on July 14, 1998, and were
approved on that date.
Also enclosed is a fully executed original contract for provision of facility planning,
project management, review and recommendation of cost reports and studies for the
City of Carlsbad Engineering Department.
If you have questions regarding this contract, please contact Walter Brown, Engineering
Department, at (760) 438-4352.
KATHLEEN D. SHOUP
Sr. Office Specialist
r
1200 Carlsbad Village Drive - Carlsbad, California 92008-1 989 - (760) 434-2808 @
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RESOLUTION NO. 98-229
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AN AGREEMENT WITH RCE,
INCORPORATED, A CALIFORNIA CORPORATION, CHARLES A.
REYNOLDS, PRESIDENT, FOR PROFESSIONAL ENGINEERING
SERVICES.
WHEREAS, the City Council of the City of Carlsbad, California has reviewed the need for the
Mzation of consultant services on an ongoing, as needed basis in order to maintain service levels;
and
WHEREAS, the City Council has determined that RCE, Incorporated, a California
:orPoration, Charles A. Reynolds, President, has the needed professional engineering skills; and
WHEREAS, the City Council has determined that the above-named consulting engineering
irm is uniquely qualified because of its experience with City policy and procedures; and
WHEREAS, the City Council recognizes the need to maintain the continuity of work in
Irogress by utilizing RCE, Incorporated to provide professional engineering services,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California,
3s follows:
1. That the above recitations are true and correct.
2. That an agreement with RCE, Incorporated, a copy of which is attached as Exhibit A, and
nade a part hereof, is hereby approved.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council
leld on the 14th day of July , 1998 by the following vote, to wit:
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin and Hall
AlTEST:
/ Q"
ALETHA L. RAUTENKRANZ, City Clerk (SEAL)
AGREEMENT
THIS AGREEMENT is made and entered into as of the j '7 -L day of
, 19=, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as "City", and RCE, Incorporated, hereinafter
referred to as "Contractor."
z- LI L y 7
RECITALS
City requires the services of a Professional Engineering Contractor to provide the
necessary studies, reports, cost estimates and general engineering services for
preparation of various engineering projects; 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
The Contractor shall provide qualified professional engineering services as
requested by the City including, but not limited to, facility planning, project
management, review and recommendation of cost reports and studies, plancheck
services, assessment engineering and all equipment and standard reference materials
necessary to perform the work as defined herein and in such amendments hereto that
the parties to this agreement may mutually approve.
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rev. 10/22/97
2. CITY OBLIGATIONS
The City shall
+:+ Provide Contractor with City standards, specifications, and direction for
Contractor to perform services as requested by the City.
+:+ Provide Contractor with documents or other materials related to the 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 dates mutually agreed upon
between City and Contractor for individual projects. Extensions of time may be granted
if requested by the Contractor and agreed to in writing by the Public Works Director. .
The Public Works Director 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.
4. FEES TO BE PAID TO CONTRACTOR
The total to be paid to Contractor under this contract shall not exceed
$150,000.00 per fiscal year. The Contractor shall be compensated, and progress
payments shall be based on the completion of the items of work, as described in the
various "Project Task Description and Budgets" approved by the Public Works Director
for each project.
5. DURATION OF CONTRACT
This agreement shall extend for a period of two (2) years from date thereof. The
rev. 10/22/97
2
contract may be extended by the City Manager for three (3) additional one (I) 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. 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 fotwarded 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.
8. 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
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3
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 Contractor shall comply with the state and federal laws regarding
nondiscrimination.
IO. 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 Public Works Director.
The Public Works Director 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,
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_-
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.
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 Contractor
or the City Public Works 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 City Public Works Director 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.
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rev. 10/22/97
12. 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 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 process.& (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 reference.
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rev. 10/22/97
13. 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.
The Contractor shall be aware of the requirements of the Immigration Reform
and Control Act of 1,986 and shall comply with those requirements, including, but not
limited to, verifying the eligibility for employment Of all agents, employees,
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subcontractors and Consultants that are included in this agreement.
14. 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.
15. 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.
16. 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.
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rev. 10/22/97
17. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carisbad and its
officers, officials, employees and volunteers 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 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.
18. 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.
19. 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.
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rev. 10/22/97
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.
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 Contractor 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 inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
23. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
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rev. 10/22/97
24. 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.
25. 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. 91-403.
A. Coveraaes 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
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rev. 10/22/97
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.
4. Professional Liability. Errors and omissions liability insurance will
not be required because the nature of the work is such that no design decisions will be .
made by the Contractor.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
I. 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.
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.
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rev. 10/22/97
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.
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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 Public Works Director
Name Lloyd Hubbs
For Contractor:
Address 2075 Las Palmas Drive
Carlsbad, California 92009-1 576
Title President
Name Charles A. Reynolds
Address 3207 Via Tonala
L
Carlsbad, California 92008
Professional Registered Engineer Number: C19224
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
14
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 w.+u day of '1 1 L3LJ
CONTRACTOR:
RCE, \"
(name of Contyb+" __
ATTEST:
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
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c. -
CALIFORNIA ALL-PURPOSt ACKNOWLEDGMENT No 5907
County of -
On [flR2L\ DATE -q before me~,ofiCU!!-~ee.~on ,;7\o~c~?~\~c
personally appeared xes fi& mA on,NdL% upO\dS I
personally known to me - OR - proved to me on the basis of satisfactory evidence
NAME. TlTLE Of OFFICER .G.. .JANE WE. NOTARY PUBUC
NAME(S1 Of SIONERtS)
to be the person(s) whose name(s) i@
subscribed to the within
knowledged to me that
the same in his/h
capacity(ies). and t
signature@) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
-handmiat seal.
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
!! CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
m(s) c OR TYPE OF DOCUMENT
0 PARTNER(S) 0 UMmD
0 AlTORNEY-INPACT NUMBER OF PAGES 0 TRUSTEE{S) 0 GUAAOIANCONSERVATOR 0 OTHER: &-pS-qb
0 GENERAL \J
OATE OF OOCUMENT
SIGNER IS REPRESENTING: WE OF ms) on mws
SIGNER(S) OTHER THAN NAMED ABOVE