Loading...
HomeMy WebLinkAbout1998-08-04; City Council; 14817; Regional Training Center Agreement ApprovalClF OF CARLSBAD - AGENDA BILL 4lficrc (I Q UITG. 8/4/98 WITH REGIONAL TRAINING CENTER IEPT. FOR PUBLIC WORKS ORGANIZATIONAL DESIGN RECOMMENDED ACTION: Adopt Resolution No. 98-280 authorizing the City Manager to execute consultant services agreements with the Regional Training Center for the services of Michelle Tamayo Inc. and Bill Robens to develop a Public Works Organizational Design. ITEM EXPLANATION The City of Carlsbad has recently undergone an extensive reorganization of all City services. The result of this undertaking was the establishment of five major service areas: Community Development, Community Services, Administrative Services, Public Safety, and Public Works. The Public Works area is comprised of the following functions: Engineering, Maintenance (Streets, Facilities, Fleet and Parks), and Utilities (Water, Reclaimed Water, Sewer Maintenance, and Solid Waste). Prior to the reorganization, these functions were provided by separate departments. Public Works employs approximately 180 people of diverse responsibilities and backgrounds. Public Works employees have continued to provide the high level of service the residents and businesses of Carlsbad have come to expect since the transition. However, the framework of Public Works has not yet been clearly defined. As such, Public Works has embarked on an Organizational Design process to develop guidelines and a program for enhancing Public Works Services delivery and to structure the organization. This program is focused on implementing the City Council Strategic Goal of providing top quality service and Operational Goal of improving work processes through the use of best technology, information, cross-departmental team and human resources. The initial phase of this process was to define the scope of work. Public Works is using three consultants for this process, two of which are contracted through the Regional Training Center. The other consultant, Chris Worley, is contracted on a professional services agreement (under $10,000). The other two consultants, Michelle Tamayo, Inc. and Bill Robens, have submitted proposals to complete the design/assessment phase of the project. The assessmenffdesign phase will not exceed $34,500 plus expenses. The agreements before you tonight for your consideration are for $27,000 for the services of Michelle Tamayo, Inc. and $9,000 ($8,100 plus estimated expenses) for the services of Bill Robens. The next step in this program will be the development of an action plan for the implementation of the design/assessment phase of the program. We have provided an additional $14,000 for Michelle Tamayo, Inc. to develop and coordinate an Implementation Action Plan. Concurrently, the City is working with an architectural design consultant to design a public services complex concept plan at the existing Safety Center site. We envision these two projects will be closely linked, and the consultants will assist staff in coordinating the processes. FISCAL IMPACT The fee for the Organizational Design project, plus Implementation Action Plan is $50,000. Adequate funds are available in the Public Works Administration budget for this project. EXHIBITS 1. Resolution No. 98 -a 2. Consultant Services Agreements with Regional Training Center. c . ,T 1 1 2 z .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 RESOLUTION NO. 98-280 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF TWO CONSULTANT SERVICES AGREEMENTS WITH REGIONAL TRAINING CENTER WHEREAS the City Council has determined it is in the City’s best interest to proceed with a Public Works Organizational Design process; and WHEREAS, the City has selected the consultants Michelle Tamayo, Inc. and Bill Robens, both contracted via the Regional Training Center, to complete this project; and WHEREAS, adequate funds are available in the Public Works Administration budget to conduct the proposed project. NOW, THEREFORE, BE IT RESOLVED, BY THE City Council of the City of Carlsbad as follows: 1. The above recitations are true and correct. 2. The Professional Services Agreement between the City of Carlsbad and the Regional Training Center for the services of Michelle Tamayo, Inc. attached hereto is hereby approved. 3. The Professional Services Agreement between the City of Carlsbad and the Regional Training Center for the services of Bill Robens attached hereto is hereby approved. 4. The City Manager is hereby authorized to execute said Agreements on behalf of the City. \\\ \\\ \\\ \\\ \\\ \\\ \\\ . . -1 3 i 7 4 C t r ( z < 1( 11 1: 12 14 If 1E 17 1E 1s 2c 23 22 22 24 25 26 27 20 PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsbad at its regular meeting held on the 4th day of August , 1998, by the following vote, to wit: AYES: Council Members Lewis, Finnila, Nygaard, Kulchin and Hall NOES: None ABSENT: None ATTEST: - A~ETHA L. RAUTENRRANZ, City Clerk ' (SEAL) AGREEMENT THIS AGREEMENT is made and entered into as of the 4th day of August , 1998, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and The Regional Training Center for the services of Michelle Tamayo, Inc., hereinafter referred to as "Contractor." RECITALS City requires the services of an Organizational Design contractor to provide the necessary consultant services for preparation of a Public Works Organizational Design Process; and Contractor possesses the necessary skills and qualifications to provide the services required by 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 provide the services to complete a Public Works Organizational Design Plan as outlined in the attached Project Summary. 2. CITY OBLIGATIONS City shall provide appropriate direction and serve as liaison to Contractor. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification to proceed by City and be completed within 180 days of that date. Extensions of time may be granted if requested by 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 rev. 711 I98 -1 - lack of foresight on the part of 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 $1,200 per day, not to exceed $41,000 for the assessment phase. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." City reserves the right to withhold a ten percent (1 0%) retention until the project has been accepted by City. Incremental payments, if applicable, may be invoiced monthly. The closure date of each monthly invoice shall be the last day of the month. 5. DURATION OF CONTRACT This agreement shall extend for a period of six months from date thereof. The contract may be extended by the City Manager for three additional two month periods or parts thereof, based upon a review of satisfactory performance and 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 Contractor within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within fifteen days of completion and approval of the Public Works Organizational Design Process Contractor shall deliver to City all final documents, which shall be appropriately signed. rev. 7/1/98 -2 - 1 8 c 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by Contractor or City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, Contractor or City may request a change in contract. Such changes shall be processed by City in the following manner: A letter outlining the required changes shall be forwarded to City by Contractor to inforrn 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 City and approved by 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 Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for 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, 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. IO. NONDISCRIMINATION CLAUSE Contractor shall comply with the state and federal laws regarding nondiscrimination. rev. 711 I98 -3 - \ C 1 I. TERMINATION OF CONTRACT In the event of 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 Contractor by certified mail of the termination of Contractor. Contractor, thereupon, has five (5) working days to deliver said documents owned by 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 Contractor has performed which is usable and of worth to 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 City, 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, 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. CLAIMS AND LAWSUITS Contractor agrees that any contract claim submitted to 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. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to rev. 711 198 -4- criminal prosecution. 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. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding wherein Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify Contractor from the selection proc PEZ (Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.02/7 and 3.32.028 pertaining to false claims are incorporated herein by reference. tial) 13. STATUS OF THE CONTRACTOR 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 City. Contractor shall be under control of City only as to the result to be accomplished, but shall consult with City as provided for in the request for proposal. The persons used by Contractor to provide services under this agreement shall not be considered employees of City for any purposes whatsoever. Contractor is an independent contractor of City. The payment made to Contractor pursuant to the contract shall be the full and complete compensation to rev. 711 I98 -5 - which Contractor is entitled. City shall not make any federal or state tax withholdings on behalf of Contractor or its employees or subcontractors. City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or' subcontractors. Contractor agrees to indemnify City within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any employee or subcontractor of Contractor for work done under this agreement or such indemnification amount may be deducted by City from any balance owing to Contractor. 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. 14. CONFORMITY TO LEGAL REQUIREMENTS 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. 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 City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, rev. 711 I98 -6 - specifications, drawings, reports, and studies shall be delivered forthwith to City. Contractor shall have the right to make one (1) copy of the plans for its records. 16. REPRODUCTION RIGHTS 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. 17. 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 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 Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of City. 19. SUBCONTRACTING If Contractor shall subcontract any of the work to be performed under this contract by Contractor, Contractor shall be fully responsible to 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 City. Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms rev. 7/1/98 -7 - of this contract applicable to Contractor's work unless specifically noted to the contrary in the subcontract in question approved in writing by City. 20. PROHIBITED INTEREST No official of City who is authorized in such capacity on behalf of 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 City who is authorized in such capacity and on behalf of 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 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 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. rev. 711 I98 -8 - 24. CONFLICT OF INTEREST City has determined, using the guidelines of the Political Reform Act and City's conflict of interest code, that 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 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 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 City's policy for insurance as stated in Resolution No. 91403. 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. $500,000 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 rev. 711 198 -9 - . 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 to be carried by Contractor and/or Subcontactor. 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 to be carried by Contractor and/or Subcontactor. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. Contractor shall furnish certificates of insurance to City before commencement of work. 3. 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 City sent by. certified mail. 5. If Contractor fails to maintain any of the insurance coverages required herein, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies rev. 711 198 -10 - in order that the required coverages may be maintained. Contractor is responsible for any payments made by City to obtain or maintain such insurance and City may collect the same from Contractor or deduct the amount paid from any sums due Contractor under this agreement. 26. 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 Address 2075 Las Palmas Drive Carlsbad, CA 92009 For Contractor: 28. 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. \\\ rev. 7/1/98 -11 - Executed by Contractor this zl5+ CONTRACTOR: - (name of Contractor) s. &-. ~dLccau-l.t ~ I (print name/title) (sign here) (print namehitle) ,19 48. CITY OF CARLSBAD. a municipal c ATTEST: By: (sign here) 6bL ALETHA L. f&T (print namehitle) City Clerk 6bL ALETHA L. f&T 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 rev. 7/1/98 -12 - RESOLUTION NO. 88-1 RESOLUTION APPOINTING EXECUTIVE DIRECTOR AND GRANTING AUTHORITY FOR ADMINISTRATION OF THE SOUTHERN CALIFORNIA INTERGOVERNMENTAL TRAINING AND DEVELOPMENT CENTER WHEREAS, the Southern California Intergovernmental Training and Development Center, otherwise known as the Regional Training Center was created by a joint exercise of powers agreement of the State of California, the County of San Diego, and the municipal governments within San Diego County, and WHEREAS, the joint exercise of powers agreement establishes the Board of Directors consisting of the State Training Officer, the Chief Administrative Officer of the County of San Diego, and the City Managers of the municipal governments within San Diego County, and WHEREAS, the By-laws adopted pursuant to that agreement provide for the appointment by the Board of Directors, of an Executive Director, responsible for the conduct and administration of the Regional Training Center, NOW THEREFORE BE IT RESOLVED that Suzanne E. Foucault is appointed Executive Director effective February 10, 1988, and BE IT FURTHER RESOLVED that the Executive Director is authorized to exercise such powers as are necessary to develop and implement employee training programs, to conduct seminars, training institutes, and other education courses, including the following: to make and enter into contracts; to hire and terminate employees and appoint agents; to employ professional and technical assistance for the performance of the agreement; to lease, manage, maintain, or operate any land, buildings, works, or improvements; to dispose by lease, lease purchase, or sale, any property and funds, services and other forms of financial assistance from persons, firms, corporations, and any governmental entity; to enter into any and all agreements necessary to comply with the procedural requirements of any applicable laws; to incur debts, liabilities, or obligations required by the exercise of these powers which do not constitute a debt, liability, or obligation of any party to the joint exercise of powers; to receive and receipt all monies of the Center and authorize their deposit with the Treasurer of the County of San Diego; to authorize the Auditor and Controller of the County of San Diego to pay claims and demands for expenditures and liabilities within the amount of the appropriations allowed by the budget as adopted or thereafter revised by the Board of Directors. RESOLUTION NO. 88-1 page 2 of 2 PASSED AND ADOPTED by the Board of Directors of the Southern California Intergovernmental Training and Development Center, a joint powers agency of the State of California, the County of San Diego, and the municipal governments within the County of San Diego, on this 3rd day of June 1988, by the following vote: AYES : 12 NOES : 0 ABSENT: 7 ON: June 3, 1988 WITNESSED BY: Skan~~dE. Foucault) Executive Director and Secretary to the Board of Directors City of CarIsbad Public Works Organization Design Procees PHASK I ASSESSMENT Project Deliverables The following deliverable will be provided as part of Phase I of the Carisbad Public Work Organization Design Process. These deliverables include time for TAMAYO CONSULTING, INC. Only. Deliverables 1. Tour PW facilities 2. Attend Consultant Planning Meetings 3. Coordinate communications between consultants and PW 4. Plan and facilitate ki&-off meeting with PW managers 5. Attend tailgate meetings with Lloyd 6. Design interview questions 7. Conduct 25-30 onmrt-one interviews 8. Fadlitate 10-12 focus group 9. Flowchart primary work processes 10. Compile and analyze interview and focus group data 11. Write report summarizing data E!. Plan and faditate Public Works AIf-Hands Meeting 13. Attend design task force meetings 14. Meet with Lloyd and Jirn as necessary 15. Develop Implementation Action Plan Toid number of estimated dsya: 34 days Regional Training Center will provide daily rates. TAMAYO CONSULTINC, INC. 7/ 13/98 AGREEMENT THIS AGREEMENT is made and entered into as of the 4th day of August , 1998, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and The Regional Training Center for the services of Bill Robens, hereinafter referred to as "Contractor.'! RECITALS City requires the services of an Organizational Design contractor to provide the necessary consultant services for preparation of a Public Works Organizational Design Process; and Contractor possesses the necessary skills and qualifications to provide the services required by 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 provide the setvices to support completion of a Public Works Organizational Design Plan and implementation strategy. 2. CITY OBLIGATIONS City shall provide appropriate direction and serve as liaison to Contractor, 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (1 0) days after receipt of notification to proceed by City and be completed within 180 days of that date. Extensions of time may be granted if requested by 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 rev. 711 I98 -1 - lack of foresight on the part of 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 $900 per day, not exceed $8,100 for the design phase and $27,000 for the implementation phase, plus expenses. Total cost for the entire project shall not exceed $39,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." City reserves the right to withhold a ten percent (1 0%) retention until the project has been accepted by City. Incremental payments, if applicable, may be invoiced monthly. The closure date of each monthly invoice shall be the last day of the month. 5. DURATION OF CONTRACT This agreement shall extend for a period of six months from date thereof. The contract may be extended by the City Manager for three additional two month periods or parts thereof, based upon a review of satisfactory performance and 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 Contractor within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within fifteen days of completion and approval of the Public Works Organizational Design Process Contractor shall deliver to City all final documents, which shall be appropriately signed. rev. 711 198 -2 - : I r- 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by Contractor or City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, Contractor or City may request a change in contract. Such changes shall be processed by City in the following manner: A letter outlining the required changes shall be forwarded to 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 City and approved by City according to the procedures described in Carisbad 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 Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for 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, 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. IO. NONDISCRIMINATION CLAUSE Contractor shall comply with the state and federal laws regarding nondiscrimination. rev. 711 198 -3 - 11 TERMINATION OF CONTRACT In the event of 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 Contractor by certified mail of the termination of Contractor. Contractor, thereupon, has five (5) working days to deliver said documents owned by 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 Contractor has performed which is usable and of worth to 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 City, 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, 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. CLAIMS AND LAWSUITS Contractor agrees that any contract claim submitted to 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. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to rev. 711 I98 -4- criminal prosecution. 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. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding wherein Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. Contractor acknowledges debarment by another jurisdiction is for the City of Carlsbad to disqualify Contractor from the selection proce (Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, pertaining to false claims are incorporated herein by reference. 13. STATUS OF THE CONTRACTOR 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 City. Contractor shall be under control of City only. as to the result to be accomplished, but shall consult with City as provided for in the request for proposal. The persons used by Contractor to provide services under this agreement shall not be considered employees of City for any purposes whatsoever. Contractor is an independent contractor of City. The payment made to Contractor pursuant to the contract shall be the full and complete compensation to rev. 711 198 -5 - which Contractor is entitled. City shall not make any federal or state tax withholdings on behalf of Contractor or its employees or subcontractors. City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any employee or subcontractor of Contractor for work done under this agreement or such indemnification amount may be deducted by City from any balance owing to Contractor. 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. 14. CONFORMITY TO LEGAL REQUIREMENTS 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. 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 City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, rev. 711 I98 -6 - specifications, drawings, reports, and studies shall be delivered forthwith to City. Contractor shall have the right to make one (1) copy of the plans for its records. 16. REPRODUCTION RIGHTS 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. 17. 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 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 Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of City. 19. SUBCONTRACTING If Contractor shall subcontract any of the work to be performed under this contract by Contractor, Contractor shall be fully responsible to 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 City. Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms rev. 711 J98 -7 - of this contract applicable to Contractor's work unless specifically noted to the contrary in the subcontract in question approved in writing by City. 20. PROHIBITED INTEREST No official of City who is authorized in such capacity on behalf of 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 City who is authorized in such capacity and on behalf of 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 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 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. rev. 711 I98 -a - 24. CONFLICT OF INTEREST City has determined, using the guidelines of the Political Reform Act and City's conflict of interest code, that 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 . 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 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 City's policy for insurance as stated in Resolution No. 91-403. A. Coveraues 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: I. Comprehensive General Liability Insurance. $500,000 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 rev. 7/1/98 -9 - 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 to be carried by Contractor and/or Subcontractor. 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 to be carried by Contractor and/or Su bcontactor. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. Contractor shall furnish certificates of insurance to City before commencement of work. 3. 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 City sent by certified mail. 5. If Contractor fails to maintain any of the insurance coverages required herein, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies rev. 7/1/98 -10 - . (1. in order that the required coverages may be maintained. Contractor is responsible for any payments made by City to obtain or maintain such insurance and City may collect the same from Contractor or deduct the amount paid from any sums due Contractor under this agreement. 26. 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 Address 2075 Las Palmas Drive For Contractor: 28. 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. \\\ rev. 7i1 i98 -11 - * ,! c Executed by Contractor this 2/& CONTRACTOR: Sumne €. I&"- (name of Contractor) day of ,I9 48. CITY OF CARLSBAD, a municipal ~Fd~...ec. p? ." "". .. . .. . : . . . . .. . ". . . . . . -- ". . .~ .. .. .. __ I (print namdtitle) I ATTEST: By: (sign here) \ ALETHA L. RAUTENKRANZ (print namehitle) 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 rev. 711 /98 -12 - . ,, c .I- RESOLUTION NO. 88-1 RESOLUTION APPOINTING EXECUTIVE DIRECTOR AND GRANTING AUTHORITY FOR ADMINISTRATION OF THE SOUTHERN CALIFORNIA INTERGOVERNMENTAL TRAINING AND DEVELOPMENT CENTER WHEREAS, the Southern California Intergovernmental Training and Development Center, otherwise known as the Regional Training Center was created by a joint exercise of powers agreement of the State of California, the County of San Diego, and the municipal governments within San Diego County, and WHEREAS, the joint exercise of powers agreement establishes the Board of Directors consisting of the State Training Officer, the Chief Administrative Officer of the County of San Diego, and the City Managers of the municipal governments within San Diego County, and WHEREAS, the By-laws adopted pursuant to that agreement provide for the appointment by the Board of Directors, of an Executive Director, responsible for the conduct and administration of the Regional Training Center, NOW THEREFORE BE IT RESOLVED that Suzanne E. Foucault is appointed Executive Director effective February 10, 1988, and BE IT FURTHER RESOLVED that the Executive Director is authorized to exercise such powers as are necessary to develop and implement employee training programs, to conduct seminars, training institutes, and other education courses, including the following: to make and enter into contracts; to hire and terminate employees and appoint agents; to employ professional and technical assistance for the performance of the agreement; to lease, manage, maintain, or operate any land, buildings, works, or improvements; to dispose by lease, lease purchase, or sale, any property and funds, services and other forms of financial assistance from persons, firms, corporations, and any governmental entity; to enter into any and all agreements necessary to comply with the procedural requirements of any applicable laws; to incur debts, liabilities, or obligations required by the exercise of these powers which do not constitute a debt, liability, or obligation of any party to the joint exercise of powers; to receive and receipt all monies .of the Center and authorize their deposit with the Treasurer of the County of San Diego; to authorize the Auditor and Controller of the County of San Diego to pay claims and demands for expenditures and liabilities within the amount of the appropriations allowed by the budget as adopted or thereafter revised by the Board of Directors. h RESOLUTION NO. 88-1 page 2 of 2 PASSED AND ADOPTED by the Board of Directors of the Southern California Intergovernmental Training and Development Center, a joint powers agency of the State of California, the County of San Diego, and the municipal governments within the County of San Diego, on this 3rd day of June 1988, by the following vote: AYES : 12 NOES : 0 ABSENT : 7 ON: June 3, 1988 WITNESSED BY: SWE. Foucault) Executive Director and Secretary to the Board of Directors 6/1/88 sef */exec3 - ,. c - ,I t- CALIFORNIA ALLPURPOSE ACKNOWLEDGMENT No. 5907 I ~ State of I County of On personally appeared 9 0 personally known to me - OR - doved to me on the basis of satisfactory evidence to be the person@ whose nameMGre subscribed to the within instrument and ac- knowledged to me that *executed the same in k&&tMT authorized capacity-, and that by signatured on the instrument the personM or the entity upon behalf of which the person($f acted, executed the instrument. DATE NAME(S) OF SIGNER(S) Puwic - Cdtanb WITNESS my hand and official seal. I 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 DOGUMENT 0 INDIVIDUAL 0 CORPORATE OFFICER TmP) 0 PARTNER(S) 0 LIMITED 0 GENERAL - U AlTORNEY-IN-FACT NUMBER OF PAGES TRUSTEE(S) GUARDIAN/CONSERVATOR 0 OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SIGNER(S) OTHER THAN NAMED ABOVE 81993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave., P.O. Box 7184 Canoga Park, CA 91309-7184 % i'r " h *. .e City of Carlsbad August 7,1998 Suzanne E. Foucault, Executive Director Regional Training Center % Doubletree Hotel 11 91 5 El Camino Real San Diego, CA 92130 RE: CONSULTANT AGREEMENTS - PUBLIC WORKS ORG, AN IZ ATIONAL DESIGN Enclosed for your records is a copy of Agenda Bill # 14,817 and a copy of the executed Resolution # 98-280. These documents went before the Carlsbad City Council on August 4,1998, and approved the consultant agreements with your agency for the services of Michelle Tamayo Inc. and Bill Robens. Also enclosed are fully executed original contracts with Michelle Tamayo, Inc. and Bill Robins. If you have questions regarding this project please call Ms. Julie Ross, Public Works Department, at (760) 434-2980 extension 2949. :?- 4=x d>-&f7 ~ KATHLEEN D. SHOUP Senior Ofice Specialist 1200 Carlsbad Village Drive * Carlsbad, CA 92008-1 989 * (760) 434-2808 @