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HomeMy WebLinkAbout1999-06-01; City Council; 15233; Approval Agreement for Appraisal ServicesCITY OF CARLSBAD -AGENDA dLL 4t3# &233 TITLE: MTG. 6101199 IEPT. ENG RECOMMENDED ACTION: APPROVAL OF AGREEMENT FOR APPRAISAL SERVICES Adopt Resolution No. 99-/?7 approving agreements with Anderson & Brabant, Inc., Hendrickson Appraisal Co., Inc., The Catling Company, and the Tagg Company for appraisal services. ITEM EXPLANATION: The Engineering Department has traditionally maintained contracts for appraisal services at an annual maximum of $25,000. In the Fall of 1997, requests for proposals were called for and four firms were selected to perform these services for the City. Contracts were issued to each of the firms (Anderson & Brabant, Inc.; Hendrickson Appraisal Co., Inc.; The Catling Company; and the Tagg Company) for one year with three additional one year periods. We are currently in the second year of these agreements. During this period, it has been recognized that appraisal services are needed on a City-wide basis. The current annual limits do not meet the needs of the entire City. On behalf of the entire City, the Engineering Department is submitting new contracts for each of the firms identified with a new annual spending limit of $50,000. FISCAL IMPACT: Costs incurred by the Engineering Department will be charged to capital projects as part of the available funding for the project. Additionally, other departments will be responsible for paying for these services from existing funds in their miscellaneous professional services account. EXHIBITS: 1. Resolution No. 99-l 9a approving agreements with Anderson & Brabant, Inc., Hendrickson Appraisal Company, Inc., The Catling Company, and the Tagg Company for appraisal services. . I - RESOLUTION NO. 99-197 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS WITH ANDERSON & BRABANT, INC., HENDRICKSON APPRAISAL COMPANY, INC., THE CATLING COMPANY, AND THE TAGG COMPANY FOR APPRAISAL SERVICES. WHEREAS, the City Council of the City of Carlsbad, California has reviewed the need for the utilization of appraisal services on an ongoing, as-needed basis; and WHEREAS, the City Council has determined that Anderson & Brabant, Inc., Hendrickson a Appraisal Co., Inc., The Catling Company, and the Tagg Company have the needed professional 9 appraisal skills; and 10 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, I1 California, as follows: 12 1. That the above recitations are true and correct. 13 2. That agreements with Anderson & Brabant, Inc., Hendrickson Appraisal Co., Inc., 14 The Catling Company, and the Tagg Company, copies of which are attached as Exhibits A, B, C, 15 and D, and made a part hereof, are hereby approved. 16 PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council 17 held on the 1st day of June , 1999 by the following vote, to wit: 18 19 AYES: Council Members Lewis, H nila, 20 21 22 23 ATTEST: 24 25 26 ALETHA L. RAUTENKRANZ, City Clerk 1 27 28 Nygaard, Kulchin (SEAL) AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the 1st day of June P 19 99 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and The Catling Company, a sole proprietorship, hereinafter referred to as “Contractor.” RECITALS City requires the services of an appraisal Contractor to provide the necessary: appraisal services for preparation of property.evaluations; 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 l contained herein, City and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -l- rev. 2/26/99 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if ,requested by the Contractor and agreed to in writing by the Public Works Director/City Engineer or designee. 4. -FEES TO BE PAID-TO CONTRACTOR The total fee payable for the services to be performed shall not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work “. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City’s -2- rev. 2/26/99 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 prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. 8. CHANGES IN WORK I.. : .‘, .-.- If, in the course of the contract, changes seem merited .by the. Contractor or the City, and informal consultations with the other party indicate that. a change in the conditions of the contract is warranted, the Contractor or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and.approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2/26/99 - 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. 10. NONDISCRIMINATION CLAUSE > a< : The Contractor shall comply with the state and federal laws regarding . nondiscrimination. 11. TERMINATION OF 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 fee payable under paragraph 4. The City -4- rev. 2/26/99 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 seq., the Fake 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 City project for a period of up 40 five years. The Contractor acknowledges debarment by another the City of Carlsbad to disqualify the Contractor from the -5- rev. 2/26/99 The provisions of Carlsbad Municipal 3.32.027 and 3.32.028 pertaining.to false claims JURISDICTION Code sections are incorporated . 3.32.025, 3.32.026, herein by reference. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own way as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of the City. Contractor shall be, under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers’ compensation insurance or unemployment 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 -6- rev. 2/26/99 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, ‘. .: ‘I 15. CONFORMITY TO LEGAL REQUIREMENTS .” ;. I. . . The Contractor shall cause all final reports 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. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans; studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by any witlful -misconduct or negligent act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of theCity of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor’s indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGtjMENT 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. -8- rev. 2/26/99 .- 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract .applicable to Contractor’s work unless specifically noted to the contrary in the subcontract in question-approved. in writing by the City. ‘I 21. 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. -9- rev. 2126199 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the . City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each ,of their respective heirs, executors, administrators,. successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written * above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. -lO- rev. 2/26/99 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the contractor, its 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-3” and shall meet the City’s policy for. i’nsurance as stated in Resolution No. 914031.. 1 ; * ’ A. Coveranes 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. Automobile Liability (if the use of an automobile is involved for contractor’s work for the City). $1 ,OOO,OOO combined single-limit per accident for bodily injury and property damage. 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. -11- rev. 2/26/99 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 contractoc,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 ‘s 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. -12- rev. 2/26/99 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 Citv: For Contractor: Title: Public Works Director/Citv Enoineer Name : Lloyd B. Hubbs. P.E. Address: 1200 Carlsbad Villase Drive, Carlsbad. CA 92008-I 989 Title: President Name : Jean V.G. Catlino. MAI Address: The Catlinn Comoany 3675 Ruffin Road Suite 325 San Dieao. CA 92 123-l 870 Phone: [6191576-9737 Realestate Appraiser No.: M #&I 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 hereof may -13- rev. 2/26/99 be amended, modified, waived or discharged except by an instrument in wriiing executed by the party against which enforcement of such amendment, waiver or discharge is sought. * Executed by Contractor this day of a / % ,19m9 CONTRACTOR: (!kMwww (name of tintractbr) / , ATTEST: ALETHA L. RAGTENKRANZ 7 City Clerk (sign here) (print name/title) (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. 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 rev. 2126199 . CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No. 5907 State of County of SAU &z . On 44#&L2( , I999 DATE ’ before me, -L+d wfA9~4-%Lc- , NAME. TlTLE OF OFFICER - E.G., -JANE DOE, NOTARY PUBUC personally appeared (LAsbWG- . NAME(S) OF SIGNER(S) 0 personally known to me - OR - d proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf’ of which the person(s) acted, executed the instrument. WITNESS my hand and officiafseal. LLflv 6 SIGNATLIRE OF NOTARY 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. CAPACITYCLAIMEDBYSIGNER DESCRlPTlONOFAlTACHEDDOCUMENT 0 INDIVIDUAL 0 CORPORATE OFFICER . J-mJ%S) TITLE OR TYPE OF DOCUMENT 0 PARTNER(S) 0 LIMITED 0 GENERAL 0 ATTORNEY-IN-FACT 0 TRUSTEE(S) 8 ~;M;IAN/CONSERVATOR NUMBER OF PAGES DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSOI’W) OR ENTllY(IES) SIGNER(S) OTHER THAN NAMED ABOVE 61993 NATIONAL NOTARY ASSOCIATION l 8236 Remmet Ave., P.O. Box 7184 9 Cartop Park. CA 91309-7184 C. . THIS AGREEMENT is made and entered into as of the 1st day of June , 19 gg , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and Anderson & Brabant, Inc., a Corporation, hereinafter referred to as “Contractor.” RECITALS City requires the services of an appraisal Contractor to provide the necessary appraisal services for preparation of property evaluations; 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 1 contained herein, City and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -l- rev. 2/26/99 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal sewices. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Public Works Director/City Engineer or designee; 4. FEES TO BE PAID TO CONTRACTOR ‘. . ..‘_ The total fee payable for the services to be performed shall not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work “. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City’s -2- rev. 2/26/99 needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved to the 25th day of the month items on the invoice shall be mailed to the Contractor prior the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. 8. CHANGES IN WORK -’ ‘- 7 If, in the course of the contract, changes seem merited by the-Contractor or the City, and informal consultations with the other party indicate that a change in the .’ conditions of the contract is warranted, the Contractor or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and -approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2126199 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. 10. NONDISCRIMINATION CLAUSE y . . . The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF 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 fee payable under paragraph 4. The City -4- rev. 2/26/99 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. a 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 City project 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 (Initial) -5- rev. 2/26/99 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. 5s . Initial) 13. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own way as an independent contractor and in pursuit of Contractor’s independent, calling; and not as an employee of the City. ContraCtor.shall, be. under control of the City only I 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 pu@oses 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 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 -6- rev. 2/26/99 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. IS. CONFORMITY TO LEGAL REQUIREMENTS’ “I . .,” f‘:b :., : c The Contractor shall cause all final reports to conform .to alt 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. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans; studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by.any willful misconduct or negligent act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,.except where.caused by the active negligence, sole negligence, or willfut.misconduct of the City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor’s indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8- rev. 2/26/99 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be perfom7ed 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: : i $. 21. PROHIBITED INTEREST No official of the City who is author&d 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. -9- rev. 2/26/99 h 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the . City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein additional payment whatsoever under the 23. SUCCESSORS OR ASSIGNS contained nor entitle the Contractor to any terms of this contract. Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns.: 24. EFFECTIVE DATE .I . . . This agreement shall be effective on and from the day and year first written I above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. -lO- rev. 2/26/99 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the contractor, its 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-Y and shall meet the City’s policy for insurance as stated in Resolution No. 91403. . A. Coveranes 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. Automobile Liability (if the use of an automobile is involved for contractor’s work for the City). $1 ,OOO,OOO combined single-limit per accident for bodily injury and property damage. 2. 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 ,OOO,OOO per accident for bodily injury. -ll- rev. 2126199 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 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. -12- rev. 2126199 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 Contractor: Title: Public Works Director/City Engineer Name : Llovd B. Hubbs. P.E. Address: 1200 Carlsbad Village Drive, Carlsbad. CA 92008-l 989 Title: President Name : James Brabant Address: Anderson & Brabant. Inc. 353 West Ninth Avenue, Escondido. CA 92025-5032 Realestate Appraiser No.: A G oat/ 00 28. BUSINESS LICENSE ‘. i Contractor shall obtain and maintain a City of Cadsbad- Business License for the .. duration of the contract. . 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may -13- rev. 2/26/99 - 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 CONTRACTOR: A mSo# d- /3/p&3c9-wTI f Aft . (name of Contractor) By ATTEST: (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. 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 - 14- rev. 2/26/99 -. - State of c , b.ucn;L County of $L5d On DATEI personally appeared INAMtXITLE Of OFHCEM.~.‘JANE DOE. NOTARY P IC’I 0 personally known to me -OR-& greyed to me on the as6 of satisfactory evidence to be the person(s) whose name(s) Is/are subscribed to the within instrument and acknowledged to me that he/she/t hey executed the same in his/her/their authorized capacitylies), and that b his/her/their signaturets Y on the instrument the person(s), or the entity upon behalf of which the DersonM acted, instrumalI1. executed the r-* IA i Witness my hand and official seal. * e (SEAL) (SIGNATURE OF NOTARY) ATTENTION NOTARY The information requested below and in the column to the right is OPTIONAL. Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any unauthorised document. . THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: RIGHT THUMBFRHT (Option4 CAPACITY CLAIMED BY BIGNERIB) O~~~~IVIDUALISI OCORPORATE OFFlCERIS) mssi OPARTNERIS~ q LMTED OGENERAL OAlTORNEY IN FACT OTRUSTEElS) q GUARDlAN/CONSERVATOR OOTHER BIONER IS REPRESENTINO: INmo of Pononlrb of Entity RIGHT THUMBPRINT (Optknoll i: . B 8 b CAPACfTY CLAIMED BY SIGNERIS~ OHDNIDUALIS) )BeORPOfiATE OFFICER(SI &$vrd cI OPARTNERlSl OLlMlTED OGENERAL _LOATTORNEY lN FACT TtbwTypaofDocumenf OOTHER: SIONER Is REPRESENTINO: Wmo of f’monlr~ or EntiWk~l WOLCOTTS FORM S3240 Rav. 3-04 brie* elm S-ZAI 0 1994 WOLCOTTS FOAMS. INC. ML PURPGSE ACKNOWLEDGMENT WITH SIGNER CAPAClTYlREPRESENTATION,TWO FINGERPRINTS AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the _ 1 .st day of June , 19 -_ 4, by and between the CITY OF CARLSBAD, a municipal 4 corporation, hereinafter referred to as “City”, and The Tagg Company, a sole proprietorship, hereinafter referred to as “Contractor.” RECITALS City requires the services of an appraisal Contractor to ,provide the necessary appraisal services for preparation of property evaluations; and Contractor ‘possesses. the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -l- rev. 2/26/99 - 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if requested by the Contractor and agreed to in .writingi by the Public Works Director/City. Engineer or designee. 4. FEES TO BE PAID TO CONTRACTOR ‘. - The total fee payable for the services to be performed shall- not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work “. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City’s -2- rev. 2/26/99 - 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 prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. a. CHANGES IN WORK I. ‘_ ,_ 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 I .- conditions of the contract is warranted, the Contractor or the City may request a change . in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and .approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2/26/99 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. 10. NONDISCRIMINATION CLAUSE ,. , : .s. _ The Contractor shall comply with the state ‘and, federal laws regarding nondiscrimination. 11. TERMINATION OF 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 pf.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 fee payable under paragraph 4. The City -4- rev. 2/26/99 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 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 City project for a period of up .to five years. The Contractor acknowledges debarment by another the City of Carlsbad to disqualify the Contractor from the -5- rev. 2/26/99 The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,’ 3&027 and 3.32.028 pertaining to false claims are incorporated herein by reference. . 13. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided, for -herein in Contractor’s own way as an independent contractor and in .pursuit of Contractor’s independent calling, and not as an employee of the City. Contractor shall be-under control.& 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 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 -6- rev. 2/26/99 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. IS:. CONf ORMITY TO LEGAL REQUIREMENTS- -:-- ,; :. ,’ .; ; , > ._ ,_,,’ “1 : . 2’ The Contra&r shall cause all final reports’ 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. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans; studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them .may be liable, except where .caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad;- Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor’s indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8- rev. 2/26/99 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this . contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions’of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor- by the terms of this contractappticable to Contractor’s work unless . : I ,_ specifically noted to the contrary in the subcontract inquestion-approved in writing by the City. , 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to 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. -Q- rev. 2/26/99 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the . City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirsi .executors, administrators,. successors,. and .assigns. _..,. I. ., ,* 24. EFFECTIVE DATE ,I : .:, - This agreement shall be effective on and’ from the day and year first written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Politi’cal Reform Act and nothing in this agreement releases Contractor from this responsibility. -lO- rev. 2/26/99 - 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any . and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the contractor, its agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best’s Key Rating of not less than “A-V and shall, meet the City’s policy for insurance as stated in Resolution No. 91403. I . . : I-, .-: Y .G .:.:. ; 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. 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 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. -ll- rev. 2/26/99 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. + .‘:‘ policies in order that the required coverages maybe 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. -12- rev. 2/26/99 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: Citv: For For Contractor: Title: Public Works Director/City Enaineer Name : Llovd B. Hubbs, P.E. Address: 1200 Carlsbad Villaae Drive, Carlsbad. CA 92008-1989 Title: President Name : Randv A. Taaa, MAI Address: The Taaa Company 8321 Lemon Avenue La Mesa. CA 91941-5287 Phone: [619) 462-4753 Realestate Appraiser No.: &W76 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 hereof may - 13- rev. 2126199 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 (19 qf 21 r,/’ dayof LkziL. CONTRACTOR: By: (sign here) City Clerk (print name/title) (Proper notarial acknowledgment of execution by Contractor riwst be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. 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 -14- rev. 2/26/99 .h - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT , State of \LCti \ County of 5an IY r-0 . On A-&I c2\‘-) \S99 before me, )-o m e& S.M\+ - , Date Name and Title of Officer (e.g.. “Jane Doe personally appeared t Name(s) of Siiner(s) $ personally known to me - OR -0 proved to me on the basis of satisfactory evidence to be the person(q) CornmissIon # 1164147 Notary Public - CdlfOmla son Dlr9gO cody whose name(@) is/’ subscribed to the within instrument and acknowledged to me that he/ehe/they executed the same in his/M/th&authorized capacity(&.), and that by his/h&H&r signature(s) on the instrument the person@), or the entity upon behalf of which the person(e) acted, executed the instrument. WITNESS my hand and official seal. ’ OPTIONAL Though the information below is not required by law, it may prove valuable. to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: b,anAh CLACW Fh- ’ i QQrYwvi*EM+r& &h-M Document Date: AD&I? dl , tcici9 Number of Pages: 1 Signer(s) Other Than Named Above: IV& Capacity(ies) Claimed by Signer(s) Signer’s Name: RandumQq Cl Individual 0 Corporate Officer Title(s): q Partner - Cl Limited 0 General Cl Attorney-in-Fact 3 Trustee D Guardian or Conservator 0 Other: Signer Is Representing: Top of thumb here Signer’s Name: 0 Individual 0 Corporate Officer Title(s): 0 Partner - Cl Limited Cl General Cl Attorney-in-Fact 0 Trustee 0 Guardian or Conservator Cl Other: Signer Is Representing: Top of thumb here (Q 1995 National Ndary Association - 8236 Remmet Ave., P.O. Box 7184 v Canoga Park. CA glZOg.7184 Prod. No. 5907 Reorder: Call Tdl-Free 1400-876-6827 C AGREEMENT FOR PROFESSIONAL SERVICES . THIS AGREEMENT is made and entered into as of the 1 sf- day of Juae , 19 94 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and Hendrickson Appraisal Company, Inc., a Corporation, hereinafter referred to as “Contractor.” RECITALS City requires the services of an appraisal Contractor to provide the necessary appraisal sewices for preparation of property evaluations; ,and Contractor possesses the necessary skills and qualifications to provide the servicesrequiredby the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -l- rev. 2/26/99 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if requested by the Contractor and agreed to: in writing by the Public Works Director/City :, Engineer or designee. a. ,‘.” 4. FEES TO BE PAID TO CONTRACTOR ’ 1: _. :c.- ..-, The total fee payable for the services to be performed shall not exceed $50,000. : No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work “. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” 5. DURATI0.N OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City’s -2- rev. 2/26/99 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 prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. a. CHANGES IN WORK - . .: .__ : _ , _’ If, in the course of the contract, changes seem merited by the Contractor orthe 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 app.roved 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. -3- rev. 2126199 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 e amount of such fee, commission, percentage, brokerage fees, gift, or contingent.fee. .I:: ,: . ..A. z IO. NONDISCRIMINATION CLAUSE ;>-‘- 3 -‘: . . . The Contractor shall comply with the state. and federal laws regarding nondiscrimination. 11. TERMINATION OF 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 fee payable under paragraph 4. The City -4- rev. 2126199 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 seq., 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 .deHberate 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 City project 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 -5- rev. 2/26/99 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. &(hitial) . 13. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own I. way as an independent contractor and in. pursuit of Contractor’s independent calling, :: . ‘, and not as an employee of the City. Contractor shall be undercontrol of the City only as to the result to be accomplished, but shaH 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 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 -6- rev. 2/26/99 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 Co&actor 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 Consult,ants that are included in this agreement. ..- :’ .I$. CONFORMITY TO. LEGAL REQUIREMENTS 1s. ., . ‘.-- .! .: The Contractor shall cause all final reports 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. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. ia. HOLD HARMLEsS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by anywillful misconduct or negligent act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor’s indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8- rev. 2/26/99 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this . contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions.of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a :subcontractor by the terms of this contract applicable to Contractor’s work unless- ‘, specifically noted to the contrary in the subcontract in question approved in writing by the City. ,:’ : 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the’ City 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. -9- rev. 2/26/99 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” ail 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. I 24. EFFECTIVE DATE ’ ‘. This agreement shall be effective on and from the day and year fir&written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. -lO- rev. 2/26/99 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the contractor, its 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-Y 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. Automobile Liability (if the use of an automobile is involved for contractor’s work for the City). $1 ,OOO,OOO combined single-limit per accident for bodily injury and property damage. 2. 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 ,OOO,OOO per accident for bodily injury. -ll- rev. 2/26/99 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 daysprior written notice to, :-:‘. 1 the City sent by certified mail. 5. If the contractor fails to maintain any of the insurance coverages required herein, then the City will have the option to declare the contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The contractor is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. -12- rev. 2/26/99 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: Citv: For For Contractor: Title: Public Works Director/City Enoineer Name : Lloyd B. Hubbs. P.E. Address: 1200 Carlsbad Villaqe Drive, Carlsbad, CA 92008-I 989 Title: President Name : Ted G. Hendrickson, MAI Address: Hendrickson Appraisal Co., Inc. 10992 San Dieao Mission Rd. Suite 203 San Dieao. CA 92108 Phone: ( 619) 282-0800 c 8 Cl caNA- Appraiser No.: A& bd ~977)” FW= c+&do d60 3 28. BUSINESS LICENSE . . ;-* a: Contractor shall obtain and maintain a City’of Carlsbad Business License for the duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may -13- rev. 2/26/99 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 %S+h day of A&\ , 19 $9 . CONTRACTOR: -AnEST: 7L4 c. Hc&\cL~ / Prst , d4#- .... cc, cLQ& -2 (print name/title) i ALETHA L. RA By: ‘2 t&f& . Pa44 fJ&& & - a _ City Clerk ‘. 0 (sign here) (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Axey BY c QA2& -#4bdwt City Attorney - 14- rev. 2/26/99 - CALIFORNIA ALL-PlJRPbdE ACKNOWLEDGMENT State of C’+L //--;b&qf~ County of 540 AfIF&o On A/H/c /#f/f@9 beforeme, &U,,///J z fl#ti&-<. //r5fm@/ /66/i Date NsmeandTIkdOfScar(s.g..‘~Dob,Notary~ personally appeared GA. 6. &EM&‘KKso~ 4*a &%XC_/&E 1, &~,MKkkop Nanu(S) d sipner(N ppersonally known to me - OR - Cl proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)M subscribed to the within instrument and acknowledged to me thatw$f?&they executed the same inJ$t&their authorized capacity(ies), and that by h@Wtheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. and official seal. Though the inkwmati below is not required by law it may prove valuable to persons mlying on the dowmenf an&w@ pnwent fraudulent removal and tiattachment of this fom? to another document: Description of Attached Document Title or Type of Document: 4&s&-x s-E&J/C E’r Document Date: 4?dd f I /499 Number of Pages: /p Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer’s Name: %ti 6 - &MPI&gp Cl Individual Qit Corporate Officer Title(s): &&w 0 Partner - Cl Limited Cl General Cl Attorney-in-Fact 0 Trustee Cl Guardian or Conservator Cl Other: Signer Is Representing: Top of thumb here ‘c Signer’s Name: &&/Jw r&d EW&!l c fm fi •i Individual ti Corporate Officer Title(s): v/c c^ PRrpkklvT Cl Partner - Cl Limited Cl General •i Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Top of thumb here 0 1994 Natkd NolwyA.smciaUm.8230 Flmm&Abw.. PO. Box 7164 l CMqjaPsrk. CA9130!3.71S4 Plod. No. 5m7 Aac+dsc Cd ToI-Fmo 1-600-8756S27 City June 14,1999 The Catting Company 3675 Ruffin Rd. Suite 325 San Diego, CA 92123-1870 i . . AGREEMENT FOR APPRAISAL SERVICES 1. . . ‘I.,: ., Enclosed for your reference are copies of Carlsbad City Council Agenda Bill No. 15,233, and Resolution No. 99-197. These documents went beforefhe City Council on June 1, 1999, where the Resolution was adopted; approving the agreement referenced above. Also enclosed is a copy of the fully executed agreement for the above referenced services. If you have questions concerning the agreement please contact Linda Lamb, in the Engineering Department, at (760) 438-l 161, extension 4396. Kathleen D. Shoup Sr. Office Specialist 1200 Carlsbad Village Drive - Carlsbad, CA 92008-l 989 l (760) 434-2808 @ City June 14,1999 Anderson & Brabant, Inc. 353 West Ninth Avenue Escondido, CA 92025-5032 AGREEMENT FOR AtJPRAlSAL SERViCES I : : Enclosed for your reference are copies of Carlsbad City Council Agenda Bill No. 15,233, and Resolution No. 99-197. These documents went before the City Council on June 1, 1999, where the Resolution was adopted, approving the agreement referenced above. Also enclosed is a copy of the fully executed agreement for the ,above referenced services. If you have questions concerning the agreement please contact Linda Lamb, in the Engineering Department, at (760) 438-l 161, extension 4396. Kathleen D. Shoip Sr. Office Specialist 1200 Carlsbad Village Drive * Carlsbad, CA 92008-l 989 - (760) 434-2808 @ June 14,1999 The Tagg Company 8321 Lemon Avenue La Mesa, CA 91941-5287 AGjR@$‘ill~NT FOR APPRAISAL Si$WlCES I , Enclosed for your reference are copies of Carlsbad City Council Agenda Bill No. 15,233, and Resolution No. 99-197. These documents went before the City Council on June 1, 1999, where the Resolution was adopted, approving the agreement referenced above. Also enclosed is a copy of the fully executed agreement for the above referenced services. If you have questions concerning the agreement please contact Linda Lamb, in the Engineering Department, at (760) 438-l 161, extension 4396. Kathleen D. Shdup Sr. Office Specialist 1200 Carlsbad Village Drive * Carlsbad, CA 92008-l 989 - (760) 434-2808 @ City June 14.1999 Hendrickson Appraisal Co., Inc. 10992 San Diego Mission Rd., Ste. 203 San Diego, CA 92108 , . A+3EEl&EWFQR APPRAISAL SERVICES ; 1’ : 1~ .I ~1 ’ Enclosed for your reference are copies of Carlsbad City Council Agenda Bill No. I. ’ .I 5,233;-and Resolution No. 99-197. These documents went before the City Council on June 1, 1999, where the Resolution was adopted, approving the agreement referenced above. Also enclosed is a copy of the fully executed agreement for the above referenced services. If you have questions concerning the agreement please contact Linda Lamb, in the Engineering Department, at (760) 438-l 161, extension 4396. Kathleen D. Shoup Sr. Office Specialist 1200 Carlsbad Village Drive * Carlsbad, CA 92008-l 989 - (760) 434-2808 43