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HomeMy WebLinkAboutCC Resolution 10734 (Court Street Plaza)RESOLUTION NO. 10734 RESOLUTION AUTHORIZING EXECUTION OF PROFESSIONAL SERVICES CONTRACT WITH DANIEL MACDONALD AIA ARCHITECTS, INC. FOR COURT STREET PLAZA BE IT RESOLVED by the Council of the City of San Rafael as follows: WHEREAS, the City of San Rafael requires professional services to assist with the preparation of the Court Street Plaza Design Development; and WHEREAS, Daniel Macdonald AIA Architects, Inc. is an architectural firm with extensive design experience and has proposed a design team with wide ranging experience; and WHEREAS, Daniel Macdonald AIA Architects, Inc. was previously retained by the San Rafael Redevelopment Agency to perform Preliminary Design activities. NOW, THEREFORE IT IS HEREBY RESOLVED that the Director of Economic Development is authorized to execute the attached contract for professional services. I, JEANNE M. LEONCINI, City Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City held on the 16th day of October, 2000, by the following vote: AYES: COUNCIL MEMBERS: Cohen, Miller, Phillips & Vice -Mayor Heller NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Mayor Boro Jeanne M. Leoncini, City Clerk 4 u..`. .. ai /1 AGREEMENT FOR PROFESSIONAL SERVICES WITH DANIEL MACDONALD AIA ARCHITECTS, INC. FOR COURT STREET PLAZA FINAL DESIGN This Agreement is made and entered into this 16th day of October 2000, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and DANIEL MACDONALD AIA. ARCHITECTS, iNC., (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the 'CITY requires professional services to assist in development of design development level plans for, the Court Street Plaza; and WHEREAS, DANIEL MACDONALD AIA ARCHITECTS, INC., has the ability to provide such professional services. NOW, THEREFORE, the parties agree as follows: 1. PROJECT COORDINATION. A. CITY. The Economic Development Director shall be the representative of the CITY for all purposes under this Agreement. The Director of Economic Development is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOi, shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and exftoition of this Agreement for CONTRACTOR. Daniel MacDonald is hereby designated as the PROJECT DIRECTOR for CONTRACTOR Should circumstances or conditions subsequent to the execution of this Agreement require a substitute.PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide .services as described in Exhibit A attached hereto and incorporated herein. 3. DUTIES OF CITY. Upon execution of this Agreement, CITY shall perform the duties and/or provide services as described in Exhibit A attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as specified in Exhibit A, in an amount not to exceed $33,840. Payment will be monthly upon receipt by CITY Project Manager of itemized invoices submitted by CONTRACTOR 5. TERM OF AGREEMENT. The term of this Agreement shall be from the date of execution until the project is complete. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the caused of the termination notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other party. D. Return of Documents. Upon termination, any and all CITY documents or material provided to CONTRACTOR and any and all of CONTRACTOR'S documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CI'T'Y or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree, except as allowed herein, that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to the 2 CITY, the following insurance policies: (1) A comprehensive general liability. insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; (2) An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; (3) If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR'S performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by Section 11., shall also meet the following requirements: (1) The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; (2) The insurance policies shall be endorsed for contractual liability and personal injury; (3) The insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. (4) CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. (5) The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice TO CITY'SPROJECT MANAGER; (6) If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; () The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all. liability for injuries to CONTRACTOR'S officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR'S insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY'S option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY'S s satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 3 11. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or 'negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement.. CONTRACTOR shall perform all services under this agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees firm any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO Y i:�.o o PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owned by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Nancy Mackle, Director of Economic Development (Project Manager) City of San Rafael 1400 Fifth Avenue P. O. Box 151560 San Rafael, CA 94915-1560 4 TO CONTRACTOR Daniel Macdonald Daniel Macdonald AIA Architects, Inc. 1595 Grant Avenue, Suite 200 Novato, CA 94945 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration of this Agreement, CONTRACTOR, it's officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees. be that of an independent contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT —AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by CONTRACTOR and the CITY. E. If any conflicts arise between the terns and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference,, the terms and conditions of this Agreement shall control. 18: SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 5 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a city business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR'S taxpayer identification number is 38589669, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Nancy Mackle Director of Economic Development, ATTEST,: lon-cl �Jea-rtn �{ . L --moi Cu, City Clerk By:-0ffAVK/ V — Title PrW51 oowT 6 EXHIBIT A SCOPE OF WORK Phase ll: Design Development Architectural $18,190 Water Feature Consultant 4,750 Landscape Architect 1,000 Civil Engineer 4,900 Renderina_ s (_Two views. by Clay Perry) 5,000 Total $33,840