HomeMy WebLinkAbout2003-10-14; City Council; 17348; Public Relations for Rancho Santa Fe Rd NorthAB# 17,348
IITG. 10/14/03
IEPT. ENG
CITY OF CARLSBAD -AGENDA BILL
TITLE: APPROVAL OF AGREEMENT FOR
PUBLIC RELATIONS SERVICES WITH KATZ AND ASSOCIATES
FOR RANCHO SANTA FE ROAD NORTH, PHASES 1 & 2,
PROJECT NOS. 3190 & 3907
CITY ATTY.
CITY MGR.
RECOMMENDED ACTION:
Adopt Resolution No. 2003-271 Katz and Associates for Rancho Santa Fe Road, Phases 1 & 2, Project Nos. 3190 & 3907. approving an agreement for Public Relations Services with
ITEM EXPLANATION:
The Rancho Santa Fe Road project consists of the widening and realignment of approximately 2.2 miles of Rancho Santa Fe Road from La Costa Avenue to Melrose Drive. The project will be constructed in two phases: Phase 1, from La Costa Avenue to San Elijo Road; and Phase 2, from San Elijo Road to Melrose Drive. Benefits of the project include reduced congestion,
improved traffic flow and increased safety for travelers on the road. Additionally, this project will improve a vital link in the North County region’s roadway network. On November 19, 2002, City Council approved Resolution No. 2002-343 awarding a construction contract to ErrecaWHanson SJH Joint Venture, for the Rancho Santa Fe Road North, Phase 1 Realignment and Widening, Project No. 3190. Construction of Phase 2 is anticipated to start in at the beginning of 2004.
Due to the significance to the community of the road realignment and widening project, staff feels it
is important to keep the local residences and businesses notified of the progress of the project. The public relations consultant will assist the Construction Management Division in a number of areas. They will assist with media relations, news releases, operation of the project information telephone line, assist with community meetings, prepare and mail a quarterly project newsletter and other duties as requested by the City.
Consistent with Carlsbad Municipal Code Section 3.28.070, requests for Qualifications for Public Relations firms were published and five responses were received by the City’s Engineering
Department on September 25, 2002. After evaluation of the proposals by staff, Katz & Associates was found to be the most qualified firm. The attached contract with Katz & Associates has undergone a pre-award audit by Caltrans, which is required prior to the City awarding the contract for projects receiving federal funds.
Staff recommends that the City Council approve the agreement with Katz & Associates to provide public relations services for Rancho Santa Fe Road North, Phases 1 €4 2.
FISCAL IMPACT:
BUDGET
The cost of the Rancho Santa Fe Road North, Phase 1 and 2 projects are summarized in the following table. Costs shown for all Phase 1 tasks are based on actual costs and bids received and include design costs for Phase 2, which were incurred concurrently with Phase 1. All costs for Phase 2, except the remaining design costs, are estimated.
17,348 Page 2 of Agenda Bill No.
Public relations
Total appropriations for Rancho Santa Fe Road to date are $44.8 million. The costs associated with the Katz & Associates contract under consideration are summarized below and are included within the amounts on the above table under Construction Management and Support.
$84,472 I $173,173 [ $247,645
FUNDING
The Rancho Santa Fe Road Phase 1 and 2 projects will be funded with a combination of Community
Facilities District No. 1 (CFD #I), Planned Community Facilities District No. 2 (CFD #2),
Public Facilities Fee (PFF), Federal and State Grants, and reimbursements from other agencies and
developers.
ENVIRONMENTAL:
The City Council at their meeting on June 2, 1992 passed Resolution No. 92-152 certifying
EIR No. 91-1 for both Phase 1 and Phase 2 of the Rancho Santa Fe Road North project. The City
Council at their meeting on April 25, 2000 passed Resolution No. 2000-128 approving Addendum
No. 2 to the final EIR No. 91-1 for Rancho Santa Fe Road. This EIR covers the realignment and
widening of Rancho Santa Fe Road from La Costa Avenue to Melrose Drive.
EXHIBITS:
1. Resolution No. 2003-271 approving the agreement for public relations services
with Katz & Associates for Rancho Santa Fe Road North, Phases 1 & 2, Project Nos. 3190
and 3907.
2. Agreement for public relations services with Katz & Associates for Rancho Santa Fe Road
North, Phases 1 & 2, Project Nos. 3190 & 3907.
DEPARTMENT CONTACT: David Hauser, (760) 602-2739, dhaus@ci.carlsbad.ca.us
Doug Helming (760) 744-9801, douahei@aol.com
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CI &;
RESOLUTION NO. 2003-271
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT FOR
PUBLIC RELATIONS SERVICES WITH KATZ & ASSOCIATES,
FOR RANCHO SANTA FE ROAD NORTH, PHASES 1 & 2,
PROJECT NOS. 31 90 2% 3907.
WHEREAS, the City Council of the City of Carlsbad, California, considers it necessary and
in the public interest to approve the agreement for public relations services with Katz & Associates
for Rancho Santa Fe Road North, Phases 1 & 2, Project Nos. 31 90 & 3907; and
WHEREAS, the contractor, Katz & Associates, possesses the necessary skills and
qualifications to provide the services described above; and
WHEREAS, the agreement for public relations services with Katz & Associates for Rancho
Santa Fe Road North, Phases 1 & 2, Project Nos. 3190 & 3907, was submitted to Caltrans for a
pre-award audit as required for projects receiving federal funding; and
WHEREAS, Caltrans approved the agreement with the addition of references to certain
sections in the Code of Federal Regulations. The requested sections have been inserted as
requested by Caltrans; and
WHEREAS, agreement for public relations services with Katz & Associates for Rancho
Santa Fe Road North, Phases 1 & 2, Project Nos. 31 90 & 3907 has been prepared and submitted
here to.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. That the above recitations are true and correct.
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2. That the agreement for public relations services with Katz & Associates for Rancho
Santa Fe Road North, Phases 1 & 2, Project Nos. 31 90 & 3907 is hereby approved and the Mayor
is authorized and directed to execute said agreement.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council
ield on the 14th day of October , 2003 by the following vote, to wit:
AYES: Council Members Hall, and Packard
ITTEST:
&,ce cIu7 .
M. WOOD, City Clerk
Page 2 of 2 of Resolution No. 2003-271.
(SEAL)
AGREEMENT FOR PUBLIC RELATIONS SERVICES WITH
KATZ & ASSOCIATES FOR RANCHO SANTA FE ROAD NORTH, PHASES I AND 2, PROJECT NO. 3190 %t 3907
THIS AGREEMENT is made and entered into as of the
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1s day of
9- 20 d.3 , by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and KATZ & ASSOCIATES, a California corporation,
("Contractor").
RECITALS
A. City requires the professional services of a public relations firm that is
experienced in dealing with capital improvement roadway projects and is familiar with
the City of Carlsbad.
B. Contractor has the necessary experience in providing professional
services and advice related to public relation 'aspects of public works projects, working
with City staff, the Carlsbad City Council and contractors in the City of Carlsbad.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A', which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. - TERM
The term of this Agreement will be effective for a period of three (3) years from the date
first above written.-The City Manager may amend the Agreement to extend it for two (2)
additional one (1) year periods or parts thereof in an amount not to exceed the amount
of the original Agreement. Extensions will be based upon a satisfactory review of
Contractor's performance, City needs, and appropriation of funds by the City Council.
The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
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5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be two hundred forty seven thousand six hundred forty five dollars ($247,645).
No other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. The City reserves the right to withhold a
ten percent (10%) retention until City has accepted the work and/or Services specified
in Exhibit "A'.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A'.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
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9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmtess the City 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 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.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will suwive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement 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 services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will 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'.
IO. 1 Coveraqes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv -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 will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
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10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
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12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City, or any State or Federal agency, during normal business hours to
examine, audit, and make transcripts or copies of records and any other documents
created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of contractor under this Agreement.
For City:
Name Glenn Pruim
Title Deputy Public Works Director
Dept Public Works
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad CA 92008
Phone No. (7601 602-2407
For Contractor:
Name Kathy Hancock
Title Administrative Representative
Address 4250 Executive Square, Suite 670
La Jolla CA 92037
Phone No. (858) 452-0031
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor’s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Conflict of Interest Code is required
of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor’s affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
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Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations - prohibiting discrimination and harassment.
19. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION
A. The City has established no goals for the participation of DBE for this
Agreement. However, Contractor shall be fully informed respecting Part
26, Title 49, Code of Federal Regulations (CFR), which is incorporated by
reference, and is urged to obtain DBE participation should a clearly
defined portion of the work become available.
It is the policy of City that certified DBE firms shall have the maximum
opportunity to participate in the performance of Agreements financed in
whole or in part with federal funds. Contractor shall ensure that certified
DBE firms, as defined in the CFR, have the maximum opportunity to
participate in the performance of this Agreement and shall take all
necessary and reasonable steps, as set forth in CFR, Part 26, for such
assurance. Contractor shall not discriminate on the basis of race, color,
national origin, or sex in the award and performance of subcontractor.
Failure to carry out the requirements of this paragraph shall constitute a
breach of Agreement and may result in termination of this Agreement or
such other remedy that City may deem appropriate.
B.
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C. If DBE participation is obtained, Contractor shall maintain records of all
subcontractor agreements entered into with DBE subcontractors and
records of materials purchased from DBE suppliers. Such records shall
show each subcontractor's and vendor's name and address and the actual
dollars paid to each. Upon completion of the Agreement, a summary of
these records shall be prepared, certified correct and submitted on the
form "FINAL REPORT - UTILIZATION OF DISADVANTAGED BUSINESS
ENTERPRISES (DBE), FIRST - TIER SUBCONTRACTORS", or
equivalent, by Contractor or his authorized representative to the City of
Carlsbad's Contract Manager showing total dollars paid to each DBE
subcontractor and supplier.
Any DBE firm working as a subcontractor under this Agreement must be
responsible for the execution of a distinct element of the work and must
carry out its responsibility by actually performing, managing, and
supervising the work.
Contractor shall make every reasonable effort to replace a certified DBE
firm that is unable to perform the provisions of this contract with another
certified DBE firm.
D.
E.
20. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
21. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
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Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
22. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will 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 the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
23. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act applies to
this Agreement and, 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 City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
24. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
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25. COST PRINCIPLES
A. The Contractor agrees that the Contract Cost principles and procedures,
48 CFR, Federal Acquisition regulations System, Chapter 1, part 31 et
seq., shall be used to determine the allowability of individual items of cost.
B. The Contractor also agrees to comply with Federal procedures in
accordance with 49 CFR, Part 18, Uniform Administrative Requirements
for Grants and Cooperative Agreements to State and Local Governments.
C. Any costs for which payment has been made to Contractor that are
determined by subsequent audit to be allowable under 48 CFR, Federal
Acquisition Regulations System, Chapter 1, Part 31 et seq., OR 49 CFR,
Part 18 Uniform Administration Requirements for Grants and Cooperative
Agreements to State and Local Governments, are subject to repayment by
Consultant to City.
D. Any subcontract entered into as a result of this contract, shall contain all
the provisions of his article.
26. RETENTION OF AUDIT RECORDS
A. The City, state, the state auditor, FHWA or any duly authorized
representative of the Federal Government having jurisdiction under
Federal law or regulations (including the basis of federal funding in whole
or in part) shall have access to any books, records, and documents of the
Contractor that are pertinent to the contract for audits, examinations,
excerpts, and transactions, and copies thereof shall be furnished if
requested.
B. Any subcontract entered into as a result of this contract, shall contain all
the provisions of this article.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
26. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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27. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
KATZ & ASSOCIATES, INC.,
a California corporation
*By:
(sign here)
(print nameltitle)
ATTEST:
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation, Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice- P res ide n t
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
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: %i-. d2 &h&v
wty City Attorney
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State of California }
County of San Diego
} ss:
On -WLV 30,
appeared
, before me, Brian D. Norris, Notary Public, personally
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) idare subscribed to the within instrument and acknowledged 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 official seal.
NOTES: This acknowledgement attached to Agreement for Public Relations Services
between Katz & Associates and the City of Carlsbad, Project No. 3 190, page 10.
EXHIBIT “A”
SCOPE OF SERVICES
Contractor will perform the Tasks as listed on the following two (2) pages on a
time and materials basis not to exceed $247,645 without written authorization
from the City of Carlsbad. Hourly rates as shown on the attached pages may be
adjusted annually beginning January 1, 2004. Any requested change in hourly
billing rate must be approved by the City of Carlsbad in writing prior to said rate
increase going into effect.
Contractor shall not begin work on any task unless specifically authorized in
writing by the City to do so.
Invoices will be monthly as the work progress with payment due within thirty (30)
working days from the date the invoices are received by the City of Carlsbad.
Exhibit “A - Page 1 of 2
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WRITTEN CONSENT OF DIRECTORS OF
KATZ 81 ASSOCIATES, INC.
The undersigned, constituting the Directors of KATZ & ASSOCIATES, INC. (“the
Corporation”), hereby consent to the adoption of the following resolutions:
RESOLVED, that Sara M. Katz, President of the Corporation,
be and hereby is authorized and directed to sign the attached
contract with the City of Carlsbad named “Agreement for
Public Relations Services for Rancho Santa Fe Road North,
Phases 1 and 2, Project No. 3190, PWENG384.”
RESOLVED FURTHER, that the Directors be and hereby are
authorized to take any and all further action as they deem
necessary or advisable to accomplish the transaction
described above.
Dated: Jul~~. 2003
Patricia A. Tennyson
I, James Cardwell, Secretary of Katz& Associates, Inc. hereby certify that the above
resolution was duly adopted by all of the Directors of Katz & Associates, Inc. on July 23,
2003 by written consent.
Dated: Julya, 2003
KRJ4972.WPD