Loading...
HomeMy WebLinkAbout1998-12-01; City Council; 14949; Galen Peterson Agreement Approval4B# 179 49 ITG. 12/01/98 IEPT. ENG I e .4 +$YS @ CI'I Y OF CARLSBAD -AGENDA BILL TITLE: DEPT. HD. APPROVAL OF AGREEMENT WITH PROFESSIONAL ENGINEERING SERVICES PROJECT #3184 GALEN PETERSON TO PROVIDE CITY ATTY. @ CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 98 -388 approving an agreement with Galen Peterson, Consulting Engineer, to provide professional engineering services. ITEM EXPLANATION: The Engineering Department wishes to contract with Galen Peterson to perform an audit of costs incurred by Carlsbad Ranch Company, L.P., for the construction of a portion of Cannon Road West from LEG0 Drive to the western abutment of the Macario Canyon Bridge based on the improvements that were included in Bridge and Thoroughfare District No. 3 (Cannon Road West) and the agreement between the City and Carlsbad Ranch Company, L.P., dated July 30, 1998 (reimbursement agreement). The contractor will review all costs and supporting documents submitted by Carlsbad Ranch Company, L.P., and provide written draft opinions of the costs which are eligible for reimbursement in accordance with the terms of the reimbursement agreement. Additionally, the Contractor will review the eligible costs with Carlsbad Ranch Company, L.P., and come to an agreement on the final eligible costs for reimbursement. The best source selection of the firm was based on the consultant's expertise in this area and past experience working with the City. The consultant prepared the engineer's report on Bridge and Thoroughfare District No. 3 and has specific knowledge of the fee program making him uniquely qualified for this project. FISCAL IMPACT: Total fees are not to exceed $38,000. There are sufficient funds appropriated within the Cannon Road West project to cover the full costs of this agreement. EXHIBITS: 1. Resolution No. 98 -388 approving an agreement with Galen Peterson, Consulting Engineer, for professional engineering services. 2. Agreement for Audit of Costs for Cannon Road West Reach 1 Improvements as Constructed by Carlsbad Ranch Company, L.P. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 98-388 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT WITH GALEN PETERSONl CONSULTING ENGINEER, FOR PROFESSIONAL ENGINEERING SERVICES, PROJECT #3184. WHEREAS, the City Council of the City of Carlsbad, California, has reviewed the need for the utilization of consultant services.to perform an audit of the costs incurred by Carlsbad Ranch Company, L.P., for the construction of a portion of the Cannon Road West project; and WHEREAS, the City Council has determined that Galen Peterson, Consulting Engineer, has the needed professional engineering skills; and WHEREAS, the City Council recognizes the need to ensure the appropriate reimbursement of eligible costs to Carlsbad Ranch Company, L.P., by utilizing Galen Peterson, Consulting Engineer. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the agreement with Galen Peterson, Consulting Engineer, a copy of which is attached and made a part hereof is hereby approved. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 1st day of December , 1998 by the following vote, to wit: AYES: Council Members Lewis, Nygaard, Finnila, Kulchin & Hall NOES: None ABSENT: None 4TTEST: 4LETHA L. RAUTENKRAhJZ, City Clerk (SEAL) 2 AGREEMENT FOR AUDIT OF COSTS FOR CANNON ROAD WEST REACH 1 IMPROVEMENTS AS CONSTRUCTED BY CARLSBAD RANCH COMPANY, L.P. THIS AGREEMENT is made and entered into as of the 1 st day of December , 195, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Galen N. Peterson, hereinafter referred to as "Contractor." RECITALS City requires the services of an engineering Contractor to provide the necessary professional engineering services for preparation of an audit of costs; 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 Contractor will audit costs incurred by Carlsbad Ranch Company, L.P., for the construction of a portion of Cannon Road West from LEG0 Drive to the western abutment of the Macario Canyon Bridge based on the improvements that were included in Bridge and Thoroughfare District No. 3 (Cannon Road West) and the agreement between the City and Carlsbad Ranch Company, L.P., dated July 30, 1998 (reimbursement agreement). Task 1 - Review all costs and supporting documents submitted by Carlsbad Ranch Company, L.P., and provide written draft opinions of the costs which are eligible for reimbursement in accordance with the terms of the reimbursement agreement. Task 2 - Review eligible costs for items listed under Task 1 with Carlsbad Ranch Company, L.P., and come to an agreement on the final eligible costs for reimbursement. rev. 8/25/98 -1 - 2. CITY OBLIGATIONS The City shall provide Contractor with a copy of the reimbursement agreement between the City and Carlsbad Ranch Company, L.P. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days after receipt of notification to proceed by the City and be completed within one (1) year 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. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for Task 1 shall be $29,000. Task 2 fees will be paid on a time and materials basis at an hourly rate of $1 10 per hour plus expenses as follows: mileage at $0.32 per mile and any other expenses, such as reproduction at cost plus 15%. Task 2 fees shall not exceed $9,000. 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. rev. 8/25/98 -2 - 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 an additional one (1) year period or part thereof, based upon a review of satisfactory performance and the City’s needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within ten (1 0) days of completion and approval of the audit of costs, the Contractor shall deliver to the City the following item: Written report indicating which costs are eligible for reimbursement. 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 fowarded 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 rev. 8/25/98 -3 - Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise 'recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. 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 rev. 8/25/98 -4 - documents delivered to City of the percentage of work which the Contractor has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Manager, the Manager shall determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 12. 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 rev. 8/25/98 -5 - 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. fl (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. Initial) 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 its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment rev. 8/25/98 -6 - contributions on behalf of the Contractor or its 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 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. rev. 8/25/98 -7 - 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 its 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. 17. 1 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 The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. rev. 8/25/98 -8 - 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. 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 krnctions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. -9 - 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 17, "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. 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. rev. 8/25/98 -10 - 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. Coverages and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. rev. 8/25/98 -11 - 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. 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. 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. 8/25/98 -12 - 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. 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 Assistant City Engineer Name David Hauser Address 2075 Las Palmas Drive Carlsbad, CA 92009 For Contractor: Title Principal Name Galen Peterson Address 16064 Sun Summit Pt. San Diego, CA 92127-2050 Registered Civil EngineedLicense Number: 18364 27. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. rev. 8/25/98 -13 - 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. Executed by Contractor this 20 eday of OC Tfi 13 I& , 19 78 CONTRACTOR: CITY 0 CARLSBAD, a municipal GALEN N. PETERSON By: 44LLGJ L-) Y2wm5d (sign here &A/dL/LT,n/h E55 f JECwL (print name/title) By: ATTEST: (sign here) (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: RONLD R. BALL BY rev. 8/25/98 -14 - State of California ) 1 County of San Diego ) On October 20, 1998, before me, Belinda R. Guzman, Notary Public, personally appeared Galen N. Peterson, personally known me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal Signature of Notary (This area for official notary seal) Title or Type of Document Agreement for Audit of costs for Cannon Road West Reach 1 Improvements as Constructed by Carlsbad Ranch Company, L.P. Date of Document none No. of Pages 14 Signer@) other than named above None - City of Carlsbad December 7,1998 Galen N. Peterson 16064 Sun Summit Point San Diego, CA 92127-2050 RE: AGREEMENT FOR AUDIT OF COSTS - PROJECT 3184 Enclosed for your records are copies of Agenda Bill No. 14,949 and Resolution No. 98-388. These documents went before the Carlsbad City Council on December I, 1998, when the Resolution was adopted, approving a contract with you. Also enclosed for your records is the fully executed original agreement for you to provide the City of Carlsbad with professional engineering services. (Audit of costs incurred by Carlsbad Ranch Company for the construction of a portion of Cannon Road West. If you have questions regarding this agreement please call Linda Lamb, in the City’s Public Works/Engineering Department. Ms. Lamb may be reached at (760) 438-1 161 extension 4396. Kathleen D. Shoup Sr. Office Specialist 1200 Carlsbad Village Drive Carlsbad, CA 92008-1989 0 (760) 434-2808 @