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HomeMy WebLinkAbout1982-06-22; City Council; Resolution 69141 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1& 19 2c 21 22 22 24 25 26 27 2& RESOLUTION NO. 6914 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIAy APPROVING AGREEMENTS BETWEEN THE CITY OF CARLSBAD AND BROWNE & VOGT FOR ENGINEERING ANALYSIS AND SPECIFICATIONS CONCERNING BUENA VISTA LAGOON WATERSHED ENHANCEMENT PROGRAM WHEREAS, the City of Carlsbad and the State Coastal Conservancy have agreed for the providing of the engineering analysis and specifications for development and implementation of the Buena Vista Lagoon Watershed Enhancement Program; and WHERAS, the State Coastal Conservancy has approved the consultant who has indicated the task can be accomplished for $25,000. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad, as follows: 1. That the above recitations are true and correct. 2. That the attached agreement will provide the required services in the appropriate manner from funding provided by the State Coastal Conservancy. 3. That the attached agreement is approved and the Mayor is authorized to sign on behalf of the City. ad'omed PASSED, APPROVED AND ADOPTED at a/regu$ar meeting of the City Council of the City of Carlsbad held the 22nd day of June , 1982, by the following vote, to wit: AYES : Council Pkrribers Casler, Lewis, Kulchin and Chick NOES: ?hlle ABSENT: ~k" Ill //I /I/ Ill 1 2 3 4 5 6 7 E! 9 1c 13 12 12 14 1: le 1: 1E 1: 2( 2: 2; 2; 21 21 2r 2' 21 ATTEST: AGREEMENT FOR PROVIDING ENGINEERING ANALYSIS AND SPECIFICATIONS FOR DEVELOPMENT AND IMPLEMENTATION OF THE BUENA VISTA LAGOON WATERSHED ENCHANCEMENT PROGRAM THIS AGREEMENT. made and entered into as of the day of , 1982, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" and BROWNE & VOGT, planning consultants, hereinafter referred to as "Consultant". WITNESSETH: P WHEREAS the City has entered into a contract with the California Coastal Conservancy whereby City agrees to retain a consultant to provide necessary engineering analysis and specifications for development and implementation of the Buena Vista Lagoon Watershed Enhancement Program, and WHEREAS, Consu1tan.t possesses the necessary skills and qualifications to provide the services required by the Conservancy pursuant to the agreement between the Conservancy and City. NOW, THEREFORE, the parties hereunto agree as follows: ARTICLE I: SCOPE OF CONSULTANT RESPONSIBILITIES The consultant shall provide the City of Carlsbad and the Conservancy with draft and final documents for implementation of a Watershed Management Program which may be used by the Conservancy and the Cities of Carlsbad, Oceanside, and Vista for the enhancement of the Buena Vista Lagoon. This task will involve the following subtasks: 1. Consultant shall review available techncial literature on erosion, sedimentation, and fluvial processes in the Buena Vista Lagoon Watershed. 2. Consultant shall compile available maps, aerial photographs, and engineering drawings such as would be useful in the identification of sites fDr erosion and sediment structures. 3. Consultant shall identify projects in the construction or planning stages which provide potential opportunities for construction of erosion and sediment control structures in concert with the primary activity on the site. 4: Consultant shall identify and map sites suitable for erosion and sediment control structures, including but not limited to desilting basins, culverts, weirs, and other structures. 5. Consultant shall work with Conservancy staff, Department of Fish and Game staff, and City Engineering staff-of Carlsbad, Oceanside and Vista to develop recommendations for the emplacement of sediment and erosion control structures. 6. Consultant shall refine recommendations and develop specific engineerings specifications, including working drawings for the structures recommended. 7. Consultant shall attend one workshop to present the program developed under this contract to representatives of the Cities of Carlsbad, Oceanside, and Vista, developers, inembers of the Buena Vista Lagoon Foundation, and other interested parties. Consultant shall obtain needed documents, legal instruments, and space for meetings from the Cities of Oceanside and Vista, as relating to these Cities. Consultant shall provide own clerical and duplication services. At all times during the performance of these subtasks, the Consultant shall cooperate and consult with the staff of &he Cities of Carlsbad, Oceanside, and Vista, the staff of the Coastal Conservancy, and the Consultants hired by the City of Carlsbad to provide technical assistance for development and implementation of the Buena Vista Lagoon Watershed Enchancement Program. ARTICLE 11: SCOPE OF CITY STAFF RESPONSIBILITIES The City will provide to the Consultant, upon request: 1. Directives, ordinances, and other legal instruments relating to resource management to which the City of Carlsbad is a party. 2. Space for meetings, public hearings, and workshop in the City of Carl sbad. 3. Announcements of requested meetings to the City of Carlsbad City Coucil representatives, City staff, and local news media, as appropriate. 4. Cooperation and coordination with the Consultant in accordance with this agreement. ARTICLE 111: PROGRESS AND COMPLETION The work under this agreement will begin upon written notification that the City and the Consultant have signed the agreement. Extension of time may be granted, if requested with appropriate justification by the Consultant and agreed to in writing by the City and the State Coastal Conservancy. 2 A,RTICLE IV: COST AND PAYMENT 1. Payment made by the City to the Consultant under the terms of this agreement.shal1 be only for execution of those Tasks specified herein which shall be performed by the Consultant. 2. No payments shall be made by the City to the Consultant for any work performed under this agreement which has not been approved by the Executive Officer of the State Coastal Conservancy. Such approval shall not be unreasonably withheld and shall be based on the conformance of the work performed to the Task descriptions outlined above. The City has no obligation to pay the Consultant until the City receives payment from the State Coastal Conservancy. P 3. Upon satisfactory completion of the Subtasks described above in the Scope of Consultant Services, the Conservancy pay will the City who, in turn, agrees to pay the Consultant the sums specified in this agreement but, not be exceed twenty-five thousand dollars ($25,000). Payment shall be made in several lump sums upon the completion of specific work task and the approval of the Executive Officer of the Conservancy of that work and submittal of an invoice to the City which contains the name and address of the City, the number of the State Coastal Conservancy agreement (81-0921, the signature of an official authorized by the City to sign such invoices, the date submittal, the amount of the invoice, and an itemized description of all work for which payment is required. Payment for any work shall be made only for actual costs incurred in completing the given task(s). Upon Completion of Subtasks 1, 2, 3 $5,000 Upon Completion of Subtasks 4, 5, 6 $12,500 Upon Completion of Subtasks 7 $7,500 ARTICLE V: WORK PRODUCTS AND REPORTS The Consultant shall submit a draft report to the City on or before September, 1982, which shall contain the results and recommendtions of Task and Subtasks, including memoranda, meeting notes, draft reports, and ordinances. A final report shall be submitted by the include any comments, corrections or revisions recommended by the City or the Executive Officer of the State Coastal Conservancy. The City agrees to forward said reports to the Conservancy as required by Contract No. 81-092 between the City and the Conservancy. ARTICLE VI: HIRING AND ADMINISTRATION . Consultant to the City on or before October 31, 1982, which shall The,Consultant shall be hired only after review and final approval by the Executive Officer of the State Coastal Conservancy. The Conservancy staff shall review the qualifications of the potential Consultant being considered for selection to perform the work. The 9 3 review and approval of the Executive Officer of the State Coastal Conservancy shall be required for this agreement. Conservancy staff shall have the right to review, critique, and coordinate the work of the Consultant retained by the City'under this agreement. The City has agreed to cooperate with the Conservancy staff in the administration of this agreement. ARTICLE VII: SCHEDULING HEARINGS AND MEETINGS The Consultant agrees, whenever, feasible, to schedule meetings in coordination with the Cities of Carlsbad, Oceanside, and Vista to improve the degree of cooperation between the Cities and Consultant. ARTICLE VIII: COVENANT AGAINST CONTINGENT FEES The Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the . Consultant, to solicit or secure this agreement, and that Consultant 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 this agreement, For breach 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 fee, gift or contingent fee. ARTICLE IX: TERM OF THIS AGREEMENT The term of this agreement is to November 18, 1982. During this term, either party may terminate this agreement for cause, providing seven days written notice to the other party. In the event of such termination, the City and the State Coastal Conservancy shall take whatever measures are necessary to prevent further costs under this agreement. The State Coastal Conservancy shall pay to the City any amounts necessary to cover the cost of the tasks completed at the time of termination, as payment for the Consultant. In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract for nonperformance by notifying the Consultant by certified mail of the termination of the contract. The Consultant, thereupon, has five working days to deliver said documents owned by the City and all work in progress to the City. The City shall make a determination of fact based upon the documents delivered to the City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the contract completed'. Based upon that finding, as reported to the State Coastal Conservancy, which shall determined the final payment of the contract. I. , ARTICLE X: DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among'persons operating under the provisions of this agreement, shall be reduced to writing by the principal of the Consultant or the City. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the Executive Officer, State Coastal Conservancy for resolution. The State Coastal Conservancy may then opt to consider the directed solution to the problem. In such cases, the action of the State Coastal Conservancy shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. ARTICLE XI: RESPONSIBILITY OF THE CONSULTANT The Consultant is hired to render a professional service only and any payments made to Consultant are compensation solely for such services Consultant may render and recommendations Consultant may make in the course of this project. Consultant shall certify as to the correctness of all documents submitted. ARTICLE XII: SUSPENSION OR TERHINATION OF SERVICES This agreement may be terminated by either party upon tendering 30 days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant 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 Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The State Coastal Conservancy shall make the final determination as to the portions of tasks completed and the compensation to be made. No compensation shall be paid to Consultant until the City receives payment from the Conservancy. ARTICLE XIII: STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City, as necessary. 0 e ARTICLE XIV: CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all documents to conform to all applicable requirements of law: Federal, State and local. Consultant shall provide the necessary copies of such documents, together with all necessary supporting documents, to be filed with any agencies whose -approval is necessary. ARTICLE XT: OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and specifications as herein required are the joint property of the City and the State Coastal Conservancy whether the work for which they are made be executed or not. In the event this agreement is terminated, all documents and related papers shall be delivered forthwith to the City. ARTICLE XVI: HOLD HARMLESS AGREEMENT The City, its agents, officers and employees and the State Coastal Conservancy shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Consultant's agents, employees or representatives. Consultant agrees to defind, indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of allleged defects in any documents, unless the liability or claim is due, or arises out of, solely to the City's negligence. The City shall not be responsible for the quality of work performed by the Consultant. The State Coastal Conservancy has agreed to hold the City harmless from any damage or liability to persons or property, including but not limited to disputes over payment to Consultant, resulting from the work performed by Consultant pursuant to this agreement. ARTICLE XVII: ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. ARTICLE XVII: SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this agreement by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly 6 employed by the subcontractor, as Consultant is for acts and omissions of persons directly employed by Consultant. Nothing contained in this agreement shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this agreement applicable to .Consultant's work. ARTICLE XIX: 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 any documents, or any subcontractor in connection with the project, shall become directly or indirectly interested personally in this agreement or in any part thereof. No officer, employee, or attorney, of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in directly or indirectly interested personally in this agreement or any part thereof. . connection with the performance of this agreement shall become ARTICLE XX: 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 agreement shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this agreement. ARTICLE XXI: SUCCESSORS OR ASSIGNS Subject to the provisions of Article XVI, Hold Karmless 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, ARTICLE XXII: CONFLICT OF INTEREST The Consultant shall. file a conflict of interest statement with the City Clerk of the City of Carlsbad. The Consultant shall report under Categories E, D and F of Section 302 of the Conflict of Interest Code. AVAILABILITY TO TESTIFY ". ARTICLE XXIII: During the term of this agreement, and for a reasonable period of time thereafter, the Consultant shall be available to testify, upon reasonable notice and not more than two times, before the Conservancy concerning the progress of its work under this agreement. , e ARTICLE XXIV: FAIR EMPLOYMENT PRACTICES The attached "Fair Employment Practices Addendum" is an integral part of this agreement. ARTICLE XXV: COORDINATORS Scott McCre.ary is designated Project Coordinator for the State Coastal Conservancy, and Richard H. Allen is the City's designated Project Coordinator for this agreement. ARTICLE XXVI: EFFECTIVE DATE - This agreement shall be effective on and from the day and year first above written. IN WITNESS WHEREOF, we have hereunto set our hands and seals. CITY OF CARLSBAD Tit le ATTEST: APPROVAL OF COMSIJLTANT: I 8 Exective afficer State Coastal Conservancy FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this contract, the Contractor will not discriminate against any employee or applicant for employment because -of race, color, or religion, ancestry, sex*, age*, national origin, or physical handicap*. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, ancestry, sex*, age*, national origin, .or physical handicap*. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the State setting forth the provisions of this Fair Employment Practices section. 2. The Contractor will permit access to his/her records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practices Commission, or any other agency of the State of California designated by the awarding authority, for the purpose of investigation to ascertain compliance with the Fair Employment: Practices section of this contract. 3. Remedies for Willful Violation: The State may determine a willful violation of the Fair Employment Practices provision to have occurred upon receipt of a final judgement having that effect from a court in an action to which Contractor was a party, or upon receipt of a written notice from the Fair Employment Practices Commission that it has investigated and determined that the Contractor has violated the Fair Employment Practices Act and has issued an order, under Labor Code Section 1426, which has become final, or obtained an injunction under Labor Code Section 1429. For willful violation of this Fair Employment Practices provision, the State shall have the right to terminate this contract either in whole or in part, and any loss or damage sustained by the State in securing the goods or services hereunder shall be borne and paid for by the Contractor and by his/her surety under the performance bond, if any, and the State may deduct from any moneys due or that thereafter may be become due to the Contractor, the difference between the price named in the contract and the actual cost thereof to the State. *See Labor Code Sections 1411 - 1432.5 for further details. AT T A C 11 ME NT 9