HomeMy WebLinkAbout2000-03-07; City Council; 15641; Tamayo Consulting Inc Agreement., - h. ./.
~~
Cl1 1 OF CARLSBAD -AGENDA baL 8’ “I:
4B# 15,641 TITLE- -*
APPROVAL OF ASSIGNMENT OF
MTG. 3/07/00 AGREEMENT TO MICHELE TAMAYO, SOLE PROPRIETOR;
BEPT. AND APPROVAL OF AMENDMENT NO. 1 TO AGREEMENT ENG .
kg&-g
CITY Al-W
MGRi CITY
RECOMMENDED ACTION:
Adopt Resolution No. 7000-76 authorizing assignment of the agreement dated November 9, 1999, by and between the City of Carlsbad, a municipal corporation, and Tamayo Consulting, Inc., a corporation, to Michele Tamayo, a sole proprietor; and approve Amendment No. 1 to the agreement.
ITEM EXPLANATION:
In November 1999, the City Council approved an agreement with Tamayo Consulting, Inc., to provide professional services in the preparation of a Public Works Design Implementation Plan which will focus on two main areas; a business process review of the Development Services Division of the Engineering Department, and development of a plan to achieve an integrated and coordinated administrative function to serve the Public Works organization.
Tamayo Consulting, Inc., was selected for this project due to extensive involvement in a Public Works reorganization project that began in August 1998. This involved the development of an action plan for the implementation of the recommendations that were produced in the design/assessment phase of the program, as well as coordination for the implementation of the Plan.
Since approval of the agreement in November 1999, Michele Tamayo has sold her corporation, Tamayo Consulting, Inc., and will continue working as a sole proprietor. In order to complete the Public Works Design Implementation Plan in an effective and efficient manner, it is necessary to retain the services of Michele Tamayo through assignment of the November 9, 1999 Agreement with Tamayo Consulting, Inc., to Michele Tamayo, sole proprietor. Additionally, Michele Tamayo agrees to indemnify and hold harmless the City of Carlsbad against any damages or claims that may come out of the above described assignment.
Also, due to the assignment of the agreement from a corporation to a sole proprietor, it is necessary to reduce the insurance requirements of the agreement. Attached please find Amendment No. 1 to the agreement for your review and approval.
FISCAL IMPACT:
Sufficient funds have already been budgeted for in the Public Works Administration budget.
EXHIBITS:
1. Resolution No. 2000-76 authorizing assignment of the agreement dated November 9, 1999, by and between the City of Carlsbad, a municipal corporation, and Tamayo Consulting, Inc., a corporation, to Michele Tamayo, a sole proprietor; and approve Amendment No. 1 to the agreement.
2. November 9,1999, agreement between City of Carlsbad and Tamayo Consulting Inc.
3. Hold Harmless Agreement.
4. Assignment of agreement between the City of Carlsbad and Tamayo Consulting, Inc.
5. Amendment No. 1 to Agreement for Preparation of a Public Works Design Implementation Plan.
I
7
8
9
10
11
12
RESOLUTION NO. 2000-7 6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING ASSIGNMENT OF THE
NOVEMBER 9, 1999 AGREEMENT WITH TAMAYO
CONSULTING, INC., TO MICHELE TAMAYO, SOLE
PROPRIETOR, FOR THE PREPARATION OF A PUBLIC WORKS
DESIGN AND IMPLEMENTATION PLAN; AND APPROVAL OF
AMENDMENT NO. 1 TO AGREEMENT
WHEREAS, the City Council has determined it is in the City’s best interest to proceed with
a Public Works Design and Implementation Plan; and
WHEREAS, the City agrees that it is right and necessary to assign the provisions of the
agreement with Tamayo Consulting, Inc., to Michele Tamayo. sole proprietor; and
WHEREAS, Michele Tamayo, sole proprietor, agrees to indemnify and hold harmless the
City of Carlsbad against any damages or claims that may come out of the above described
13 assignment; and
14 WHEREAS, the City Council recognizes the need for an amendment to the insurance
15 requirement of the agreement; and
16 WHEREAS, adequate funds were appropriated and are available in the Public Works
,7 Administration budget for the continuation of this project.
NOW, THEREFORE, BE IT RESOLVED ‘by the City Council of the City of Carlsbad,
,g California, as follows:
1. That the above recitations are true and correct. 20
2. 21 The assignment of the agreement between the City of Carlsbad and Tamayo
22 Consulting, Inc., to Michele Tamayo, sole proprietor, attached hereto is hereby approved.
23 'Ii
24 'I'
25 'I
26 I"
27 'Ii
28 I"
- I
1 3. That Amendment No. 1 to the agreement with Michele Tamayo, sole proprietor, a
2 copy of which is attached as Exhibit 4, and made a part hereof, is hereby approved.
3 4. The Mayor is hereby authorized to execute said agreement on behalf of the City.
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
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council
held on the 7th day of March 9 2000 by the following vote, to wit:
AYES: Council Members Lewis, Hall, Finnila, Nygaard, and Kulchin
NOES: None
ABSENT: None
ATTEST:
LORRAINE M. WOOD, City Cle;k (SEAL)
, Exhibit 2
AGREEMENT FOR
PREPARATION OF A PUBLIC WORKS DESIGN
IMPLEMENTATION PLAN
THIS AGREEMENT is made and entered into as of the 9th day of
NOVEMBER , 192, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as “City”, and Tamayo Consulting, Inc., hereinafter
referred to as “Contractor.”
RECITALS
City requires the services of an organizational development contractor to provide
the necessary consultant services for the preparation of a Public Works Design
Implementation Plan; 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
The Contractor shall provide qualified professional organizational development
services as requested by the City including, but not limited to, the development of an
integrated and coordinated administrative function to serve the Public Works
organization; conduct a business process review of Engineering Development Services
and provide executive development to Public Works personnel. Details are more fully
described in the attached scope of work.
rev. 2126199
-1 -
2. CITY OBLIGATIONS
The City shall provide appropriate direction and serve as liaison to Contractor.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt of
notification to proceed by the City and be completed within 365 calendar days of that
date. Extensions of time may be granted if.requested by the Contractor and agreed to
in writing by the Public Works Director. The Public Works Director will give allowance
for documented and substantiated unforeseeable and unavoidable delays not caused
by a lack of foresight on the part of the Contractor, or delays caused by City inaction or
other agencies’ lack of timely action.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall not exceed $43,750.
No other compensation for services will be allowed except those items covered by
supplemental agreements per Paragraph 8, “Changes in Work.” The City resewes the
right to withhold a ten percent (10%) retention until the project has been accepted by
the City.
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 Cii Manager for one (1) additional one (1) year
period or parts thereof, based upon a review of satisfactory performance and the City’s
needs. The parties shall prepare extensions in writing indicating effective date and
length of the extended contract.
rev. 2/26/99
-2 -
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 30 days of completion of the review of the Department the Contractor
shall deliver to the City a written report of findings and recommended actions.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Contractor or the City may request a change
in contract. Such changes shall be processed by the City in the following manner. A
letter outlining the required changes shall be forwarded to the City by Contractor to
inform them of the proposed changes along with a statement of estimated changes in
charges or time schedule. A Standard Amendment to Agreement shall be prepared by
the City and approved by the City according to the procedures described in Carlsbad
Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render
ineffective or invalidate unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any
company or person, other than a bona fide employee working for the Contractor, to
solicit or secure this agreement, and that Contractor has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission,
-3 -
rev. 2/26/99
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 Public Works Director.
The Public Works Director shall make a determination of fact based upon the
documents delivered to City of the percentage of work which the Contractor has
performed which is usable and of worth to the City in having the contract completed.
Based upon that finding as reported to the City Manager, the Manager shall determine
the final payment of the contract.
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the other party. In the event of such suspension or termination,
upon request of the City, the Contractor shall assemble the work product and put same
-4-
rev. 2/26/99
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
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. ‘W-P (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.
W# (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
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
contribution, social security, overtime payment, unemployment payment or workers’
-6 -
rev. 2/26/99
4
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.
15. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all drawings and specifications to conform to all
applicable requirements of law: federal, state and local. Contractor shall provide all
necessary supporting documents, to be filed with any agencies whose approval is
necessary.
The City will provide copies of the approved plans to any other agencies.
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.
rev. 2/26/99
-7 -
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 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.
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.
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
-8 -
rev. 2/26/99
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 Cii 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.
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.
-9 -
rev. 2/26/99
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
25. CONFLICT OF INTEREST
The Contractor shall file a conflict of interest statement with the City Clerk in
accordance with the requirements of the City’s conflict of interest code incorporating
Fair Political Practices Commission Regulation 18700 as it defines a consultant. The
disclosure category shall be categories I, 3, and 4.
26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and any
and all amendments insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the work
hereunder by the Contractor, his agents, representatives, employees or subcontractors.
Said insurance shall be obtained from an insurance carrier admitted and authorized to
do business in the State of California. Jhe insurance carrier is required to have a
current Best’s Key Rating of not less than “A-V” and shall meet the City’s policy for
insurance as stated in Resolution No. 91403.
A. 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:
rev. 2/26/99
-10 -
h
1. Comprehensive General Liability Insurance. $1 ,OOO,OOO 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 ,OOO,OOO combined single-limit per accident for bodily
injury and property damage.
3. Workers’ Compensation and Employer’s Liability. Workers’
Compensation limits as required by the Labor Code of the State of California and
Employer’s Liability limits of $1 ,OOO,OOO 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 ,OOO,OOO 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. l
2. The Contractor shall furnish certificates of insurance to the City
before commencement of work.
rev. 2l26199
-11 -
Y
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 wverages
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.
27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the Contractor in connection with
the foregoing are as follows:
For City: Title
Name
Address
Public Works Director
Lloyd B. Hubbs
2075 Las Palmas Drive
Cads bad, CA 92009-l 576
For Contractor: Title
Name
Address
Architect/License Number:
-12 -
rev. 2/26/99
-
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 be amended, modified, waived or discharged except by an instrument in
Ill
III
ill
ill
Ill
Ill
Ill
III
Ill
Ill
Ill
Ill
Ill
Ill
III
Ill
rev. 2126199
-13 -
writing executed by the party against which enforcement of such amendment, waiver or
discharge is sought.
Executed by Contractor this , ,979
CONTRACTOR:
TAMAYO CONSULTING, INC.
By: @$ddf &WW (sign here)
l!Jj 12 /e Cl< lwfg , f&‘f,c~a (print name/title) u 1
ATTEST: By: (sign here)
(print name/title) / AWTHA L. W.WNKR@JZ City Clerk KAREN R. KUNDTZ, Assistant City Clerk
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. Otherwise, the corporation must attach a
resolution certified by the secretary or assistant secretary under corporate seal
empowering the officer(s) signing to bind the corporation.)
APPROVE0 AS TO FORM: *
RONALD R. City Attorney
BY:
-14- rev. 2126199
-
State of California )
1 County of San Diego )
On October 19, before me, Belinda R. Guzman, Notary Public, personally appeared
Michele Tamayo, personally known to me to be the person whose name is subscribed to
the within instrument and acknowledged to me that she executed the same in her
authorized capacity, and that by her signature on the instrument the person, or entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
,
yJQ&.&&& (This area for
Signature of Notary u official notary seal)
Title or Type of Document Agreement for Preparation of a Public Works Design
Implementation Plan
Date of Document October 19,1999 No. of Pages 14
Signer(s) other than named above None
PUBLIC WORKS ORGANIZATIONAL DEVELOPMENT ~OPEOPWORK
GoahEstablish an integrated and coordinated administrative . function to serve the Public Works organization
Actions:
1. Meet with Linda Lamb to discuss progress, assess existing issues,
and finalize scope and project timeline.
2. Meet with Bob G., Doug D. to clarify Admin needs and issues.
3. Meet with Clint to discuss roles and priorities, relation to Linda.
4. Sort out roles and functions for new building.
5. Assist in new building design to support an integrated Admin function. Meet with Gillis re: design.
6. Facilitate meetings for Admin re: roles, responsibilities, teamwork,
service.
Detailed action plan and timelines will be determined in collaboration with Linda Lamb. Initial meetings to begin in October
1999.
TAMAYO CONSULTING, INC.
t
4 I
I
I 1 I 1 I
I +
I
I
;
i
I
I I
I 1
i ’ I I
14 * 1 I ’ I::
t
I 1 1 , L I I
! ,I
’ i :
Y.
!
j:
1
-i
F
1:
1:
;j
f
c
5 t
I
f : !
!
. .
4 I$-- .y --?J ,___ ‘:
,
.
SECRETARY OF STAiTE * _ s ’ . . : : ‘-
CERTIFKATE OF STATUS ’
DOMESTK CORPORATION
llrat on rhe yh dily of January. . .: :- ... is 94, ;* ’ ,
TAMAYO CONSULTING, INC. ’ ... ’ . ‘. .-
becake incorpomted under rhe laws of the State of CaliFbmia by filing its &ticks of fncorpomtion in this o&e: and l
That no record exi
‘t
in this office of d certificak of dissolution of said corpomrion nor of a court order decl ring dissolution thereat; nor of Q merger or consolidation which terminated its existence;i and
’ That said corpomtibn ‘s corpomte powers, rights and privileges are not suspended on the records of this office,; and
That according to rhe records of this office, the said: eokpomtion is kuthorized tci exercise aii irs corporate powers, r@hk and prtiriteges and is in good legat standing in the Stak of California; and . : That nb information is available in this office on the flnanck condition, business activi(y or prqctices of this corpomtion.
!ff W/TNfiSS WHEfiEOF, I execute *this certificate and aftix’the. Great ,Seql of the State of CaliforFia this day of .
Secretary of State .
,
. T)1Et4iM~0FvA0#40t~0N~00~0~~ - 0 -
-
AC. .bN BY IJMNIMOUS WRITTEN Cc, .iENT
OF BOABD OF DIRECTORS
OF TAMAYO CONSULTING, INC.
WHEREAS, it is deemed desirable and in the best inttrests of this cotporatiw &at the MIowing actions be tidy by the Directors of this *ration pursuant to &is Unanimous writtenconsent. ’
. NOW, THEREF$RE BE IT RESOLVED t&t, prsuant to Section 307(b) of the dalif&nia Gene&l Co-on Law, the undersigned, being all of the ,Directon of this
I caporation, hereby co+ to, approve+ and adopt the Wowing:
The annual mestiag of the Board of D&tom of &nay0 ConsuIting, Inc., a CsWmia co~oration, was tield at 703 Pslomar Airport Road, Suite 230, Carisbaci, Cal&x& 92009 on
hmuuy 29,1999, at lo:30 am. The fiollawing Directors wae present at the mesting: Michele
A. T&*0. ‘Jo Directon? were abse&.
TheChairmaa~od~meetiqgtoorderEmdrrrmormcod~this’meptingwashald
pursuant to t# written tzcbxmlt.
It was then ¶no* second4 and tmsnima\rsli resoITed to dkpm6c ivith tho reading of the minti ofthepreviou6 mefsting.
Thechairman~~thee~~t&mofotficerswasinorder. ofEcursw?rethenekcted
to semc until the next annual meeting of the Dials, cx uutil their !3UCWW6;raedufy0ld
and qualified. The foliov+g nominations were made and seconded:
President 1 Michele A. Tamwo Cbief~Fin&ial Officer: Mbhde A Tam&o Micbele A. Tamayo
‘1;2liswatJroous~constntmaybcexccutodinoxreormotecounterpatts,~hof
which shall be an or@& and all of wbicb together shall be ‘one and thb same i&nvnent. This
unmimous written consent shall be filed in the Mimute Book of this corporation and become a
part of thepxords of this corporation.
. Dated: January 29,1999 h&L4 0. TwdLu,
MICHELE A. T&&O, Pirecto~
.
I
Exhibit 3
HOLD HARMLESS AGREEMENT
(Michele Tamayo)
In consideration of the City of Carlsbad’s ‘consent to the assignment, to
Michele Tamayo, of all of Tamayo Consulting, Inc.3 rights and obligations that
are set forth in the November 9, 1999, Agreement for Preparation of a Public
Works Design Implementation Plan, I, Michele Tamayo, hereby agree 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 above described
assignment.
It is further agreed.that this Hold Harmless Agreement shall be binding on
all heirs, successors or assigns having an interest in all or any part of,the above
described assignment.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 24 I day of %.&fiy ,200O.
By: (%+!A %&a~
Michele Tamayo
. .
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vicepresident and secretary, assistant secretary, CFO
or assistant treasurer must sign for corporations. Otherwise, the corporation
must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
BY:
Deputy City Attorney
State of California )
) County of San Diego )
On February 24, 2000 before me, Belinda R. Guzman, Notary Public, personally
appeared Michele Tamayo personally know to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same
in her authorized capacity, and that by her signature on the instrument the person, or
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand a nd official seal
Y3AmJkkh
Signature of Notary
(This area for
official notary seal)
Title or Type of Document Hold Harmless Agreement
Date of Document 02-24-00 No. of Pages
Signer(s) other than named above Deputy City Attorney
2
4
Exhibit 4
ASSIGNMENT OF AGREEMENT BETWEEN THE CITY OF CARLSBAD AND
TAMAYO CONSULTING, INC.
This assignment is entered into and effective as of the 29* day of December
1 ggg, assigning the Agreement dated November 9, 1999, by and between the City of
Carlsbad, a municipal corporation, hereinafter referred to as “City”, and Tamayo
Consulting, Inc., a corporation, to Michele Tamayo, a sole proprietor, hereinafter referred
to as ‘Contractor”.
Recitals I
Whereas, the Agreement, dated November 9, 1999, was executed with Tamayo
Consulting, Inc.; and
Whereas, Tamayo Consulting, Inc. desires to assign the Agreement to Michele
Tamayo, a sole proprietor, thereinafter relinquishing all right, title, and interest to
perform and be paid pursuant to the Agreement; and
Whereas, Michele Tamayo hereby agrees to assume all responsibility and
obligations under the Agreement with the City and shall be entitled to all rights and
privileges thereunder from the date of this assignment; and
Whereas, the City consents to this assignment; and
Now, therefore, in consideration of these recitals and the mutual covenants
contained herein, the City parties to the assignment hereby agree that the contract shall
be assigned to Michele Tamayo.
The City of Carlsbad, Tamayo Consulting, Inc., and Michele Tamayo, hereby acknowledge
and consent to this assignment.
Dated: /a:ly-q 7
Michele Tamayo
Dated: /k+-94 Tamayo Consulting, Inc.
By: L.du
Michele Tamayo
President
Dated: Cii of Carlsbad, a municipal corporation of the
State of California
By:
State of California )
1 County of San Diego )
On February 24, 2000 before me, Belinda R. Guzman, Notary Public, personally
appeared Michele Tamayo personally know to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same
in her authorized capacity, and that by her signature on the instrument the person, or
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
b3sLdk4+
Signature of Notary
j BaJNDAIL-
I
camnyon11126619
I
-mhakh9,2al1 i
(This area for
official notary seal)
Title or Type of Document Assignment of Agreement between the City of Carlsbad and
Tamayo Consulting
Date of Document 12-29-l 999 No. of Pages 1
Signer(s) other than named above None
-
Exhibit 5
FIRST AMENDMENT TO AGREEMENT FOR PREPARATION OF A PUBLIC
WORKS DESIGN IMPLEMENTATION PLAN
(Michele Tamayo)
THIS FIRST AMENDMENT to Agreement for Preparation of a Public
Works Design Implementation Plan (“First Amendment”) is made and entered
into this day of , 20055 by and between the CITY OF
CARLSBAD, a political subdivision of the State of California (“City”) and Michele
Tamayo (“Contractor”), and is made with reference to the following facts:
RECITALS
A. On November 9, 1999, the City and Tamayo Consulting, Inc.
entered into that certain Preparation of a Public Works Design Implementation
Plan Agreement (the “Agreement”).
B. On December 29, 1999, Tamayo Consulting, Inc. assigned its
rights under the Agreement to Contractor.
C. Pursuant to Paragraph 19 of the Agreement, on March 7 , 2000,
the City Council of the City of Carlsbad authorized the acceptance of the
assignment referenced in Recital B, above.
D. The City and Contractor now desire to amend Paragraph 26 of the
Agreement related to Insurance.
NOW THEREFORE, incorporating the above recitals and in consideration
of the covenants and obligations set forth herein, the parties hereto agree as
follows:
1. Recitals. That the above Recitals are true and correct.
212198
3 0
2. Amendment. That Paragraph 26 of the Agreement shall be
amended, in its entirety, to read as follows:
“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. 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 ,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. 2. The contractor shall furnish certificates of insurance to the
City before commencement of work.
3. The contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of the
agreement and any extension thereof and shall not be canceled
without 30 days prior written notice to the City sent by certified mail.
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
212198
obtain or maintain such insurance and the City may collect the
same from the contractor or deduct the amount paid from any sums
due t,he contractor under this agreement.”
3. The parties executing this First Amendment on behalf of Author&.
Contractor represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof.
4. Severability. Each provision, term, condition, covenant, and/or
restriction, in whole and in part, in this First Amendment shall be considered
severable. In the event any provision, term, condition, covenant, and /OF
restriction, in whole and in part, in this First Amendment is declared invalid,
unconstitutional, or void for any reason, such provision or part thereof shall be
severed from this First Amendment and shall not affect any other provision, term,
condition, covenant, and/or restriction, of this First Amendment and the
remainder of this First Amendment shall continue in full force and effect.
5. Effective Date. This First Amendment shall be effective upon the
date and year first above written.
212198
6. Aareement Provisions. Notwithstanding this First Amendment,
all other provisions of the Agreement shall remain in full force and effect.
Acknowledged and Accepted:
CONTRACTOR:
&rw By:
(sign here) Y
Michele Tamayo
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
City Manager or Mayor
ATTEST:
LORRAINE M. WOOD
City Clerk
DATE
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO
or assistant treasurer must sign for corporations. Otherwise, the corporation
must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
BY:
Deputy City Attorney
212198
State of California )
1 County of San Diego )
On February 24, 2000 before me, Belinda R. Guzman, Notary Public, personally appeared Michele Tamayo personally know to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same
in her authorized capacity, and that by her signature on the instrument the person, or
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
$!z4LA@&
Signature of Notary
(This area for
official notary seal)
Title or Type of Document First Amendment to Agreement for Preparation of a Public
Works Design Implementation Plan
Date of Document 02-24-00 No. of Pages 4
Signer(s) other than named above City Manager, City Clerk & Deputy City Attorney
City of Carlsbad
March 14,200O
Michele Tamayo
7210 Manzanita Street
Carlsbad, CA 92009
Re: Approval of Assignment of Agreement and Approval of Amendment No. 1
Dear Michele:
At their meeting of March 7,200O the Carlsbad City Council approved the
assignment of your agreement and Amendment No. 1 to that agreement.
Enclosed are the following documents for your file: Copy of Agenda Bill
#I 5,641; Copy of Resolution No. 200-76; original Hold Harmless Agreement;
copy of Assignment of Agreement; and, original First Amendment to Agreement .
Your agreement with the City of Carlsbad requires that you file a Statement of
Economic Interest. Enclosed is Form 700 Statement of Economic Interest for
you to complete and return to the Carlsbad City Clerks Office. It is due in our
office by April 7, 2000. We have also enclosed “Limitations and Restrictions on
Gifts, Honoraria, Travel and Loans” and “Amended Appendix to the Local
Conflict of Interest Code of the City of Carlsbad, the Housing & Redevelopment
Agency, Carlsbad, California and the Carlsbad Municipal Water District”. Per
your contract you must disclose categories I, 3 and 4.
Please call Janice at (760) 434-2927, if you have any questions.
Sincerely,
&nice Breitenfeld
Deputy City Clerk
Enclosures (8)
1200 Carlsbad Village Drive - Carlsbad, CA 92008-1989 - (760) 434-2808 @