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HomeMy WebLinkAbout1999-06-01; City Council; Resolution 99-197ii e 0 1 2 3 4 5 6 7 8 RESOLUTION NO. 99-197 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AGREEMENTS WITH ANDERSON & BRABANT, INC., HENDRICKSON APPRAISAL COMPANY, INC., THE CATLING COMPANY, AND THE TAGG COMPANY FOR APPRAISAL SERVICES. WHEREAS, the City Council of the City of Carlsbad, California has reviewed the need for the utilization of appraisal services on an ongoing, as-needed basis; and WHEREAS, the City Council has determined that Anderson & Brabant, Inc., Hendrick ~ Appraisal Co., Inc., The Catling Company, and the Tagg Company have the needed professic 9 appraisal skills; and 10 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlst 11 1. That the above recitations are true and correct. 12 California, as follows: 2. That agreements with Anderson & Brabant, Inc., Hendrickson Appraisal Co., I 13 14 The Catling Company, and the Tagg Company, copies of which are attached as Exhibits A, E 15 and D, and made a part hereof, are hereby approved. 16 PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City COL 17 held on the 1st day of June , 1999 by the following vote, to wit: 18 AYES: Council Members Lewis, Hal nila, Nygaard, Kulchin 19 20 21 22 18 AYES: Council Members Lewis, Hal nila, Nygaard, Kulchin 19 20 21 22 23 1 I ATTEST: 24 I 25 26 4. vel ALETHA i. RAUTENKRANZ, City Clerk (SEAL) 27 28 0 0 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the 1st day of June ?- 19 99 , by and between the CITY OF CARLSBAD,. a municipal corporation, hereinafter referred to as "City", and The Catling Company, a sole proprietorship, hereinafter referred to as "Contractor." RECITALS City requires the services of an appraisal- Gmtractor4o provide the necessary;: appraisal services for preparation of propertyevafuations; -:and Contractor possesses :. the necessary skills and qualifications to provide the servieeS:required. by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -1 - rev. 2/26/99 e 0 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (1 0) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if ':.,requested by the Contractor and agreed. to in writing by the Public Works, DirectodCity Engineer or designee. .' :', . . - \ , .. ,i . . 4. : -FEES TO.BE PAID-TO CONTRACTOR ../. .. , .. . .. . : 'The total fee payable for the services to be performed shall not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work ". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (I) year periods or parts thereof, based upon a review of satisfactory performance and the City's -2- rev. 2/26/99 .. 0 e needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. 8. CHANGES IN WORK , ;;.:.. ; .!'; f , '., :' . L . ,. ,* ., . . . . ... . . . ... . .. .. . -. If, in the course of the contract, changes seem merited ...ID y. the. Contractor or. the City, and informal consultations with the. other party indicate .that. a change in the conditions of the contract is warranted, the Contractor.or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2/26/99 I. e 0 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, .to deduct from the agreement price or con.sideration, or otherwise recover, the full. 'amount of such fee, cornhission, percentage, b,rokerage fees, gift;-or contingent fee. . , 40.. .NONDISCRIMINATION CLAUSE ,:.., .,: 1. . .. I>, ,:' The : Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the fee payable under paragraph 4. The City -4- rev. 2/26/99 .. 0 0 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth 'in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Contractor may be subject to criminal prosecution: The Contractor acknowledges that California Government Code sections 12650 et seq., the False Clairns..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 -infwmation or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any City project for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from the A selection process. (Initial) Yr -5- rev. 2/26/99 e e 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. d (Initial) 13. JURISDICTION B The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this ag.reement is San Diego County, California. 14. :: STATUS OF THE CONTRACTOR .: ... , . 'I . The. Contractor shall perform the services provided for herein in Contractor's. own '&ay'as an independent contractor and in.,perrsuit sf Contractor's independent catling, and not as an employee .of the City. Contractor shall be,under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement -6- rev. 2/26/99 0 0 contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, ., ' . subcontractors and Consljltants that are included in this agreement,.: ;' . :. ..: .:~ ., , . +. ' .''''I& CONFORMITY TO'LEGAL REQUiREMENTS '. " : 9 ,,. ' -.' , . ., , I .' , . .' ~. . I. The Contractor shall cause all final reports . to conform to .all applicable .. requ'irements of law: federal, state and. local.' Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 .. 0 e 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by 'any willful :misconduct or negligent act or omission of the contractor, any subcontractor, anyone' directly orindirectly employed by " any of them or anyone.for whose acts any of them may be liable, .except where caused by the active negligence, sole negligence, or willful -misconduct of..the.,City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor's indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8- rev. 2/26/99 0 0 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract .:.applicable to Contractor's work, unless., specifically noted to the contrary in the subcontract in question.approve,d,..in ,writing by:.:. .. .. the ,City.. , . . '. ': ' . ... .: . . 21. ' ' PROHIBITED INTEREST .., . . No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. -9- rev. 2/26/99 0 0 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each ,of their respective heirs, executors, administrators, .:successors, and .. assigns. ' , -" ' . .. ,, . ', , -, . 24. EFFECTUVE DATE . .. This agreement shall be effective on and from the day and year first written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. -10- rev. 2/26/99 .. 0 0 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by the contractor, its agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V" and shall meet the City's policy for- .. . .. " ' ,.c rrisura'n'ce as stated in Resolution No. 91-403.. ' :!.:. ,.: .;::;.' .. . ~ , .._ I ' 1 .. ' ' A. Coveraqes and Limits. . .. .. Contractor shall maintain the types of coverages. and. .minimum limits indicated herein, unless a lower amount is approved -by the -City Attorney or City Manager: 1. Automobile Liability (if the use of an automobile is involved for contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. - 11 - rev. 2/26/99 0 0 2. The contractor shall furnish certificates of insurance to the City before commencement of work. 3. The contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. 5. If the contractor fails to maintain any of the insurance coverages ' ' required herein, then the' City will. have the option to declare the contractmin breach, or may purchase replacement insurance or pay the premiums that .are due ,on ,existing policies in order that the required coverages-Imay .be maintained. The. contractor 4s responsible for any payments made. by the City to obtain or maintain such insurance and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. -12- rev. 2/26/99 e 0 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For Citv: For Contractor: Title: Public Works DirectoKity Title: President . Name : Lloyd B. Hubbs, P.E. Address: The Catling Companv Address: 1200 Carlsbad Villaqe Drive. 3675 Ruffin Road Carlsbad. CA 92008-1 989 Suite 325 Enqineer Name : Jean V.G. Catlinn, MA1 San Dieao, CA 921 23-1 870 ,. .. I. .. ,,, . Phone: I .. 161.9) 576-9737 Realestate Appraiser No.: M @&7& ,. .. .. 28. : ;BUSINESS LICE.NSE . ..( ,( . .. . , . , - . .'. ., . Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may -13- rev. 2/26/99 0 e be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Executed by Contractor this 8 / s day of ";a"" , 19 (f$?y - CONTRACTOR: corpora CITY oypLsEfjff.t3/i$ # -f the a of ornia I fl - /?/& bamdawm By: (name of antractbr) ., .. ,. . , I. City Clerk By: I (sign here) (print namehitle) (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL cityf BY ,&E&@ City Attorney c* 2" 3% -14- rev. 2/26/99 0 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No State of &CXFO~R County of SA-- 0-w On &" 2 t I 1747 before me, -Lid fl@l?tWe- personally appeared AW ('AiLWL 1 personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. DATE ' 9 NAME, TITLE OF OFFICER - E.G., -JANE DOE, NOTARY PUBLIC" d NAME(S) OF SIGNER(S) . ,. . .. 1 ,. WITNESS my hand and official. seal. I y+. SIGNATURE OF NOTARY I t I I I OPTIONAL I I Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent ' fraudulent reattachment of this form. 1 I CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT , i INDIVIDUAL I 0 CORPORATE OFFICER 1 TITLE OR TYPE OF DOCUMENT I TITLE(S) I 0 PARTNER(S) 0 LIMITED ~ AlTORNEY-IN-FACT NUMBER OF PAGES I 0 TRUSTEE(S) r 0 OTHER: t DATE OF DOCUMENT I I I 0 GENERAL 0 GUARDIAN/CONSERVATOR t t 1 I 1 NAME OF PERSON(S) OR ENTIN(IES) I I 1 SIGNER IS REPRESENTING: 1 SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave., P.O. Box 7184' Canoga Park, CA 91309 0 a AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the 1st day of June 1- 19 99 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as 'City", and Anderson & Brabant, Inc., a Corporation, hereinafter referred to as "Contractor." RECITALS City requires the services of an appraisal Contractor to provide the necessary . . appraisal services for preparation of property ,evaluations; and Contractor. possesses. ,. the necessary skills and qualifications to providethe services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -1 - rev. 2/26/99 0 0 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if requested by the. Contractor and agreed to in writing .tsy.'the .Public Works Director/City Engineer or designee; '" ' ., . . . . , , . '.4.' FEES TO BE PAID,TO CONTRACTOR .. . ., . , '.. I .. ., .. The total fee payabkfor the services to be performed shall not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work 'I- Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City's -2- rev. 2/26/99 0 0 needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. , 8. .. . CHANGES IN WORK .. ' ,. .. ... :.,~ ." ., .. ... .. I , .,. , . . if, in the course of the contract, changes seem merited by the:Contractor or the .. City, and informal consultations with the other paw,.indicate that a change in the. conditions of the contract is warranted, the Contractor-or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2/26/99 0 0 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, . percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability.,.or, in its discretion, .- .. to deduct from the agreement price or consideration, or otherwise recover, .the full amount of such fee; commission, percentage, brokerage fees, gift, or contingent fee. ; '. .IO.' ' NONDISCRIMINATION CLAUSE . ':::, ' ' ' , ,. . , .% , .- I. I The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the fee payable under paragraph 4. The City -4- rev. 2/26/99 0 0 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-seqi,.the False Claims Act, provides for, : civil penalties where . j. ,a person knowingly submits a, fabe ,claim to a public entity. These. ' provisions include false I. claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of.information..:lf the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it .is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any City project for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from the selection processw(lnitiai1 -5- rev. 2/26/99 0 0 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. 5= 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 'wky +as an independent contractor and in' pursuit of Contractor's independent,'calling;: 'and not ai'an employee of the City. Contractor.shall- be-under control of the City only'; as'to the result to be accomplished, but shall consult with the City as provided for in' the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement -6- rev. 2/26/99 e 0 contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and Consultants that are included in,this: agreement. ,, . , ,Is, CONFORMIw TG).LEGAL REQUIRE,MENTS,. ,:.''c; , '''',I' .,.-; ';+ .. ." ' . . .I ., I , I, . . ,. . .. .. . .. The Contractor sha-ll cause all final reports,: to conform. .:to all applicable requirements of law: federal, state and local. Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 a 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, ..losses and expenses including attorney fees arising out of the performance of the work .' , . I, 'descrhed , herein caused in whole or in pac. by.any willful misconduct or negligent.act or-, .ornissi,on of the contractor,,any subcontractor,.anyone..directly or .indirectly emplayed.by , ' any of them. ., or,any,one for whose acts any of. them .may be-,liable,. except where. caused by the active negligence, sole negligence, or willfulmisconduct of the City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor's indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -a- rev. 2/26/99 0 e 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every. subcontractor of a subcontractor by the terms of this contract applicable. to :Contractor's: work unless .. '' b-., ! ' , specifically noted to,the contrary in the subcontractl-in question.-approved.:in.,:w,riting by '. the City: .: '. :; ' ;, ,. , . 1 .', 21. PROHIBITED. INTEREST :: No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. -9- rev. 2/26/99 0 0 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.:,!. . , . :.. , ,!. '. . . ' , ',a. , .. . . , . , , : i . :a ,.,' . 24. EFFECTIVE DATE .. .. , ., ,.( .. , .~- . .. .. This agreement shall be effective on and from. the day and year first written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. -10- rev. 2/26/99 0 0 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-:W and shall meet the City's policy for 1 .. . .. ., . insurance as stated in Resolution No. 91-403. '. . '.. ,, ' ' . ;.: . . : ..., b , . , , , A. Coveralqes and Limits. .. .. . . , I, ,. . .. ,. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is .approved by the City Attorney or City Manager: 1. Automobile Liability (if the use of an automobile is involved for contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 2. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. - 11 - rev. 2/26/99 0 0 6. 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 a\\ policies excluding Workers' Compensation and Professional Liability. 2. The contractor shall furnish certificates of insurance to the City before commencement of work. 3. The contractor shall obtain occurrence coverage, excluding Professional:Liability which shall be written as claims-made.coverage. .. I. '. . 4,; .This insurance shall be in force durihg the life of.the agreement and, any extension thereof and shall not be canceled without 30 days pcbr written notice to the City sent by certified' mail. . ,. i ~ .. .. 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 ordeu that the required coverages may be maintained. The contractor is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. -12- rev. 2/26/99 0 0 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For Citv: For Contractor: Title: Public Works Director/Citv Title: President Enaineer Name : James Brabant Name : Llovd B. Hubbs, P.E. Address: Anderson & Brabant. Inc. Address: 1200 Carlsbad Village Drive, 353 West Ninth Avenue, Carlsbad, CA 92008-1 989 Escondido, CA 92025-5032 Realestate Appraiser No.: A G 002/ 00 .. ,: ', .. , .. .. .... 28. . ,: .BUSINESS LICENSE .. c . ,', .. Contractor shall obtain and maintain a City'of Caclsbad'.Business License for the .' duration of the contract. :., ,, . 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may -13- rev. 2/26/99 0 0 be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. (c Executed by Contractor this 5-= CONTRACTOR: &mwPs*n/ d- rsRt+.n/tNT [NC * (name of Contractor) ,. .. . (dgiiihere) ; ATTEST: 2,. .' . .. City Clerk .I - . , . . .. . I . ,. - , ..,,_ . I. ..._ . .. . . (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney "GTk AssisW& City Attorney &- 2" ?% -14- rev. 2/26/99 0 0 /5 ir I State of CWL RIGHT THUMBPRINT (OptionslJ DATE) i I personally appeared CAPACITY CLAIMED BY SIGNERIS. INDIVIDUALIS IS) I OCORWRATE r I 0 personally known to me -0R- roved to me on the OFFICER(SI ' gasis of satisfactory ITITLLSI DPARTNER(S1 OLlMlTED evidence to be the DGENERAL person(s1 whose name(s) OATTORNN IN FACT dare subscribed to the helshelthey executed the OOMER: acknowledged to me that OGUARDIANICONSERVATOR within instrument and OTRUSTEE(SI SIGNER IS REPRESENTJNW : authorized capacity(ies), same in his/her/their instrumentthe person(s), or the entity upon behalf of which the person(s) instrument. .. and that by his/her/their (Name of Person(s) or Entitycies) .. .'.+ . slgnaturels) on the .. ., acted' executed the RIGHT THUMBPRINT (Optional) Witness my hand and official seal. r, (SEAL) LL3lYjLe 0. 2 (SIGNATURE OF NOTARY) /I 11 CAPACITY CLAIMED BY SIGNERIS) OINDIVIDUAL(SI -RWRATE ATTENTION NOTARY OFFICER(SI .~.lra->~d Pi" k The information requested below and in the column to the right is OPTIONAL. ITITLESI Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any DPARTNER(SJ DLlMlTED unauthorized document. OGENERAL THIS CERTIFICATE Title or Type of Document A 2&< MUST BE AlTACHED TO THE DOWMENT Number of Pages / q Dat)of Document DOTHER: DESCRIBED AT RIGHT I. 4hh9 (3GUARDIANICONSERVATOR Siner(s1 Other Thm Named Above cJl=J=- // SIGNER IS REPRESENTING: W (Name of Person(s) or Entity(ies) WQLCOTTS FORM 83240 Rev. 3-94 lprice ctnss 8-2AI '1994 WOLCOTTS FORMS, INC. ALL PURPOSE.ACKNOWLEDGMENT WITH SIGNER CAPACITY/REPRESENTATiONflWO FINGERPRINTS 7 ~~~~llllllillll~ll 67775 AZ.31.n I lllllli(j 0 0 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the - 1 .st day of June , 19 qq , by and between the CITY OF CARLSBAD, a municipal " corporation, hereinafter referred to as "City", and The Tagg Company, a sole proprietorship, hereinafter referred to as "Contractor." RECITALS City requires the services of an appraisal Contractor- to.,provide. the necessary appraisal services for. preparation of property evaluations;. .and Contractor 'possesses. the necessary skills and qualifications to provide the services required by theCity;. : .I . I NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -1- rev. 2/26/99 .' 8 ,, e 0 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. B. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if "request6d by:the Contractor and agreed to in .writing"by.:the Public Works DirectoKity . ' Engineer or,designee. . . . . ., . , . .. ,. . ., 4. FEES To'BE PAID TO CONTRACTOR . ,' , .I '-.':. ' .;:. ., ':': The total fee payable for the services to be performed'shall, not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work 'I. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City's -2- rev. 2/26/99 .' I e e needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisal the Contractor shall deliver to the City the following items: two (2) copies of the completed aRpraisal. 8. CHANGE§ IN WORK I/ . .. ..,. : , '., if, in the course of the contract, changes seem merited by .the.Contractor OF' the " City, 'and ' informal consultations with. the-':other .party indicate .that a change in the I. conditions of the contract is warranted, the Contractor or the.City may request a change. in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2/26/99 0 0 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to d6d:bct:frot-n the agreement price or consid.efqtion,.-w ojherwise recover, the full . amount of Such fee, 'cofnmission, percentage, tmkerage fees, gif%,m conthgent fee. 10. NONDISCRIMINATION CLAUSE :. . . I. f. ~ : ,,: ,,:. .,: ,. ,, . _. 'The Contractor shall comply with the .. state. .and,. federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the fee payable under paragraph 4. The City -4- rev. 2/26/99 .. ., 0 0 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 sect., the False Claims-Act, -provides .for, : 6ivil penalties where a person knowingly submits .a. fa1s.e claim to a. public entity. These .i. provisions 'include false claims made with deliberate :ignorance of the false information or in reckless disregard of the truth or falsity-of information. If the City of Carlsbad seeks '.., ! to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any City project for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is g for the City of Carlsbad to disqualify the Contractor from the selection process (Initial) -5- rev. 2/26/99 , ,, ,I ., 0 0 The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 39.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. /' e;;; (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 .jn 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 consukwith the City as provided forin the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees.of the City for any purposes whatsoever. The Contractor is an independent contractor of the City: The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement -6- rev. 2/26/99 0 0 contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for ' employment of all agents, employees, 1 ' subcontractors and Consultants that are includ,ed in.:this agreement. ..:,~, ;.. I I .. ,. .. ., . .. ', 15. ' '. CONFQRMIWITB LEGAL REQUIREMENT.Ss., '.:-:..,, ', .' . . , .. .' . .. . , ' f ., :; ..:... : .The Contractor shall cause all final reports:'--toI.col?form. Io all a,pplicable requirements of law: . federal, state and local. Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 e a 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 includ,ing attorney fees arising out. of the .performance of the work described herein caused .in whole or in part by any willful misconduct .or negligent act or . .. . .. . ,. omission .of the contractor, any subcontractor, anyone directly .orindirectly employed. by ,, anyaf them or anyone for whose acts any.of.them ;may be liable., except where.caused .. by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad;., Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor’s indemnification of City shall not be limited by any prior or subsequent declaration by the contractor- 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8- rev. 2/26/99 .. e e 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions'of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. ' The Contractor shall bind every subcontractor and every subcontractor of a subcontractor. by, the terms of this contract;applicable to Contractor's work unless specifically.noted, to the contrary in the subcontiact:in;questi.on-approved in Writing by the City. ~.. , 21. PROHIBITED INTEREST *: .. .. .. ,. No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. -9- rev. 2/26/99 ,. 0 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 .... c I '. .. hereto, and each of their respective heirs;.executors, administratorsj,.successors,: and ......... . - .;. , , ., ..'. assig'ns. .. I. ' -., , 24. . EFFECTIVE DATE ' ' This agreement shall be effective on and. from the day and year first written above. 25. CONFLICT OF INTEREST ..: 1 . .I .... ... ,. -. , .. ... .... -. The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. -10- rev. 2/26/99 .. 0 0 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-:VI and shall meet the City's policy for insurance..as:stated in.Resolution No. 91-403. . : j ~;::~,'.:;-:.;.,~~.~: . .I: .,.,, ;;; A. '. Coveraqes and Limits. . .. , ". , .. ,. i . ,. . . ., ... Contractor shall maintain the types of coverages and. minimum -.limits indicated herein, unless. a lower amount is approved by the. City Attorney or City Manager: 1. Automobile Liability (if the use of an automobile is involved for contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. - I1 - rev. 2/26/99 0 0 2. The contractor shall furnish certificates of insurance to the City before commencement of work. 3. The contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. '.I , , ,. , 5. If the contractor fails to maintain any of the insurance coverages , ' . .required .herein, then the City will have the~optiotxtodeclare the contractor in breach, or:.. may purchase replacement insurance or pay' the:. p.remiurns that. are due on existing I policies. in. order. that the required coverages rnay:..:be -.maintained; ' The contractor is responsible for any payments made by the, City to obtain or maintain such insurance- and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. -12- rev. 2/26/99 '> 0 0 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: For Contractor: Title: Public Works DirectorlCitv Title: President Enqineer Name : Randy A. Tang, MA1 Name : Lloyd 6. Hubbs, P.E. Address: The Taqq Company Address: 1200 Carlsbad Village Drive, 8321 Lemon Avenue Carlsbad, CA 92008-1989 La Me.sa 1 ..CA 9 1 94 1-5287 Phone: /619) 462-4753 . . .. . . , ., . , . ,., , , Realestate Appraiser No.: 66 OC-5) 7 6 . ,. , ,I .. . '. ., 28. BUSINESS LICENSE .. . .. .3,, ,. , .<. , ' ,. Contractor shall obtain and maintain a City of Carlsbad Business License for'the duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may - 13- rev. 2/26/99 e a be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Executed by Contractor this R/ day of 5.r &?j2;L ,I9 9F CONTRACTOR: City Clerk By: .. .. .(sign here) . . . .. . . . .. ,. (print nameltitle) .. . (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney BY -14- rev. 2/26/99 0 0 CALIFORNIA ALL=PURPOSE ACKNOWLEDGMENT \ County of ky\ h ~WO On ,Q.huul AiS3 \qqq beforeme, hJ"cYS-l"nd\U\~ - , personally appeared Rm&j T&QW Date Name and Title of Officer (e.g., "Jane Doe&&y PUN Name(s) of Signer($ $personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person@) whose name(!@ is/- subscribed to the within instrument and acknowledged to me that he/sk?/$ky executed the same in hish/h&fauthorized capacity(&), and that by his/Wtkek signature@) on the instrument the person@), or the entity upon behalf of which the person(@ acted, executed the instrument. WITNESS my hand and official seal. .I rn .. . . OPTIONAL ',', I. . ... Though the information below is not required by law, it may prove valuable,to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ,. @ Description sf Attached Document Title or Type of oocument:~~o~~~;*naa~i~~~W\qMt~ bhm.d &Ic Document Date: A@ a) j Iqqq Number of Pages: /q Signer(s) Other Than Named Above: iY/& Capacity(ies) Claimed by Signer(s) Signer's Name: Randy \a07 Signer's Name: - 0 Individual 0 Individual 0 Corporate Officer 0 Corporate Officer 0 Partner - 0 Limited 0 General Partner - 0 Limited 0 General Title(s): Guardian or Conservator 0 Guardian or Conservator Signer Is Representing: Signer Is Representing: 0 1995 National Notary Association * 8236 Remmet Ave., P.O. Box 7184 Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll-Free 1-800-; 0 e AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the 1 5~- day of JYQe , 19 94 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City'', and Hendrickson Appraisal Company, Inc., a Corporation, hereinafter referred to as "Contractor." ,. RECITALS City requires the services of an appraisal. Contractor..-to provide the necessary appraisal services for preparation of property: :evaluations; ;..and Contractor: possesses the necessary skills and quaiifications to provide.the servicesrequired .by the-City; .. NOW, THEREFORE, in consideration of these recitals ..and. the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS A. Estimate current value of property to be acquired in fee, temporary construction elements or other purposes as the City may request. B. The appraisal shall conform and be subject to the Uniform Standards of Professional Appraisal Practices and the Code of Professional Ethics of the Appraisal Institute. -1 - rev. 2/26/99 a e 2. CITY OBLIGATIONS A. The City shall provide Contractor with such information as it possesses which is normally supplied to contractors performing appraisal services. 8. Give direction to the Contractor on the type of appraisal to be completed. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) [working] days after receipt of notification to proceed by the City and be completed within the time stated the notification to proceed for this specific project. Extensions of time may be granted if requested by the Contractor and agreed to: in writing by the Public Works.Director/City < ' .*! I -Engineer or designee. _.. .... .. 1. , . .. .. .. ., '4.. ,.' . .. FEES TO BE PAID TO CONTRACTOR , 'i. . :-: i; -, : ,'. .:. ..., .. . .. ,. .. . .. , i::. j. .,_ __ .. The total fee payable for the services to be.performed shall not exceed $50,000. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work ". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for three (3) additional one (I) year periods or parts thereof, based upon a review of satisfactory performance and the City's -2- rev. 2/26/99 0 e needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor prior to the 25th day of the month the invoice was submitted. 7. FINAL SUBMISSIONS Within five days of completion and approval of the appraisai the Contractor shall deliver to the City the following items: two (2) copies of the completed appraisal. 8. CHAMGES'IN WORK . ). , !'. , . .. ,. . . ......_... ~ . . , . . ,. R/ ,, ~ .(., .; , :~,; , !.! , ;- . ' If, in the course of the contract, changes seem merited. by,the Contractor or.t,he City, and informal consdtations with the ' other party :indicate- that .:a ,'ch.ang,e in .the conditions of the contract is warranted, the Contractor. or the City may request .a,change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. -3- rev. 2/26/99 0 0 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, th.e City s.hall have the right to annul .this agreement without liability, or, in its discretion, .. Ao'deduct from the agreement price or consideration, or otherwise recover,. the fu.11 . ' amount-,of. such fee, ,.commission, percentage, .bro-oketage .fees, gift,. or contingentfee.. '~T',, j IO. 1 ~NONDIISGR~IMINATION CLAUSE , .. .) . . . . . ,. . , .... 3 : . . .',;;, .. I , : , . , . . , . . . . , . .,.. , . ' ,. .. ~. The Contractor ..shall comply with the ' state. ';and . federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the fee payable under paragraph 4. The City -4- rev. 2/26/99 0 0 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor .acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for .. .. civil penalties where. a person knowingly submits a false claim to;a:.public entity. ,These. I .. ,.provisions include false claims made with ,deliberate ignorance of the false information ., ' or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any City project for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from the selection proces 4 (Initial) -5- rev. 2/26/99 0 0 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. e (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 .prowided.,for herein in Contractor's own .. . .:. ;w.ay as ;.an indep:endent contractor and in. :pursuit .of Contractor's independent calling; .;- and not as an employee. of the City. Contractor shall be,underxontrol of the City only as to the result. to be. accomplished, but shaH consult-with the City as provided for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or its employees or subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement -6- rev. 2/26/99 0 . contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, ., , , ,.. ... , .. . subcontractors a,nd Cqnsultants th,at are included in this agreement; ..':.I. ' .. : y', ' . , ;.IF. ... , , CONFORMITY TO. LEGAL.REQUlREMENTS '. .'. . , . . ' .." .'..',. ;.. 1 .:' . '+ ....':. :_ :!'&: .. , , , ". _.. , . ,. , .The . , , I . . , Contractor .shall cause all final. reports. to' conform.. to all.. applicable . .,, requirements I .. of law: federal, state and local.., Contractor shall provide all necessary' supporting documents, to be filed with any agencies whose'approval is necessary. Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. -7- rev. 2/26/99 0 e 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out .of the performance of the work described:herein caused in whole or in partby anpwillful misconduct or negligent act or omission .of thecontractor; any subcontractor, anyone dir~ctly-'-~.indirectly employed by any of them or anyone,foa whose acts any of them .may be liable; except, where caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad. Contractor shall at its own expense, upon written ,request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor's indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. -8- rev. 2/26/99 0 0 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions'of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a . ," ._ .subcontractor by the terms of this contract .:applicable to Contractor's work I unless.. . : ,specificsally noted. to the contrary ,in the subco'ntract., in question approved in writing by. ' ' the City., . .- . . . , . . 21. . .PROHIBITED INTEREST .. .. .: .. ~.:,.., .. No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. -9- rev. 2/26/99 0 0 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 shal1:bind each of the parties hereto, and each: of their..respective heirs, executors, -administra$Ws,.successors, and .;, , , assigns.. . .,. , . ' , ~,.... ,, . ., . , .. . . ,. 24. EFFECTIVE DATE .< .. . ,. This agreement shall be effective on and from the day and 'year first.<written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. - 10 - rev. 2/26/99 0 0 :. -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, its agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than ''A-:V and shall meet the City's policy for .,.., . insurance,as,,stated . . I. in Resolution No. 91-403: - . ?:k .. .'. ' L. . -.I ~, A. , " Coveraqes and Limits. , , . ,. .. . , .. Contractor shall maintain the types of diherages: and minimum' limits indicated herein, . unless a lower amount is appioved by the City Attorney or City Manager: 1. Automobile Liability (if the use of an automobile is involved for contractor's work for the City), $1,000,000 combined single-limit per accident for bodily injury and property damage. 2. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. - 11 - rev. 2/26/99 e e B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. The contractor shall furnish certificates of insurance to the City before commencement of work. 3. The contractor shall obtain occurrence coverage, excluding Professional Liability which shall. be written as claims-made coverage. ..,:,,- - .. 4. This insurance shall be in force during the lifeof the"agreernent and . . . any extension thereof and shall not be. canceled :without .30 days.,prior written notice to :.-, . , the City sent by certified mail. .. .. 5. If the contractor fails to maintain any of the insurance coverages required herein, then the City will have the option to declare the contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The contractor is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. - 12- rev. 2/26/99 e e 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 CiQ: For Contractor: Title: Public Works Director/City Title: President Name : Llovd B. Hubbs, P.E. Address: Hendrickson Appraisal Co.. Inc. Address: 1200 Carlsbad Villaqe Drive, 10992 San Dieqo Mission Rd. Engineer Name : Ted G. Hendrickson, MA1 Carlsbad, CA 92008-1989 Suite 203 San Dieqo, CA 92108 ,.' . . I ,. Phone: ' f619) 282-0800 C I) Ll cgq~kF&ak&&e Appraiser No.: A& 60 4/4 7y. ,. .- , ' ' 'ka*= G-+ao bdb 3 - 28. - I ' BUSINESS EICE,MSE .. . , .: ., . , . .., ,~ .. * .. Contractor shall obtain and maintain a City'of Carlsbad Business License for the duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may -13- rev. 2/26/99 0 e be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Executed by Contractor this 35tL day of f# pv; 1 ,1949 . CONTRACTOR: UcflAlkchWN #b#rccr$~\ (a rup-j ,?hc.By: (name dftontractoy) .. I, /jf&, .. P- -/l.l&&& : w .' , (print name/titl Plan -* L. I-lC-r\2v\cl.50.$ j (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora- tions. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL City Attorney BY c+=-" Asssku& City Attorney 6- 2- 4 p, - 14- rev. 2/26/99 CALIFORNIA ALL-PURP d E ACKNOWLEDGMENT 0 State of cdL /A~WU/~ Countyof S/rp/t, b/E& L, /?./g/c y'$~/f?Qf beforeme, L/-fu@UYb' /. &#@.<I NQmaf &d// personally appeared TEA 6. dE#Z),fKKsoK/ 4avn &#&/>NE L, ,&$~~~/C/Y~+J j&xrSOnally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)$dare subscribed to the within instrument and acknowledged to me thatw$%/they executed the same inwiltheir authorized capacity(ies), and that by l&$Wtheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. - Date Name and Mle of Officer (e.g., =lane Do6, Notary Public") Name(s) of Signer(6) ,. . . Title or Type of Document: 4Gkeiu4fiR &=&sr/htt& SE4Ll/CEJ- Document Date: Number of Pages: Signer@) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ad d ~ 4kuO dldffip Signer's Name: *e33 Individual 0 Individual DX' Corporate Officer Title(s): VKb- /Res;.&/-/" 0 Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General 0 Guardian or Conservator 0 Guardian or Conservator Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association 8236 Remmet Ave., P.O. Box 71 84 * Canoga Park, CA 91 30471 84 Prod. No. 5907 Reorder: Call Toll-Free 1-800-8764