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
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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
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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.
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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
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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.
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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
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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