HomeMy WebLinkAboutCC Resolution 10751 (Court Street Plaza)RESOLUTION NO. 10751
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 a Court Street Plaza Preliminary Design, Design Development,
Construction Documents and Construction Administration Design; 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 by Agency Resolution #99-33 to perform
Preliminary Design Development activities which are also included in this proposal; and
WHEREAS, Daniel Macdonald AlA Architects, Inc. was previously retained by
the San Rafael City Council by City Council Resolution #10734 to perform Design
Development activities which are also included in this proposal; and
WHEREAS, Daniel Macdonald AIA Architects, Inc. will complete the
Preliminary Design and Design Development work and also perform Construction Plan
and Construction Administration activities and supercede the previous City of San Rafael
and Redevelopment Agency contracts.
NOW, THEREFORE IT IS HEREBY RESOLVED that the Director of
Economic Development is authorized to execute the attached contract for professional
services.
1, 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 18th day of December, 2000, by the
following vote:
AYES: COUNCIL MEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
Sea Ae-M. Leoncini, City Clerk
Tp� v
AGREEMENT FOR PROFESSIONAL SERVICES
WITH DANIEL MACDONALD AIA ARCHITECTS, INC.
FOR COURT STREET PLAZA FINAL DESIGN
This Agreement is made and entered into this 18 th day of December 2000, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and DANIEL MACDONALD ATA
"CHIT CTS, INC., (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY requires professional services to assist in development of design
development level plans and construction documents for the Court Street Plaza.; and
WHEREAS, and 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to
have overall responsibility for the progress and execution of this Agreement for CONTRACTOR.
Michael Pettit 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. These duties include those
previously contracted for by the San Rafael Redevelopment Agency under a contract with Contractor
approved by San Rafael Redevelopment Agency Resolution Number 99-33, and by a subsequent
City of San Rafael contract approved by Resolution # 10734.
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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 $171,408. $39,400 of
this amount has been contracted for under a contract with Contractor approved by San Rafael
Redevelopment Agency Resolution Number 99-33, and $33,840 has been contracted for under a
contract with Contractor approved by City Resolution # 10734.
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
CITY 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.
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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
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'S PROJECT 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;
(7) 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
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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.
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 from 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 THIRD 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
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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 terms 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 recoveritsreasonable 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
Director of EcoAomic Development
CONTRACTOR
By:
Title IPF:-�`T—
M
Exhibit A
-1 .... .. Scope of Work
Court Street Plaza
San Rafael,, California
Description
The Architect proposes to perform for the City of San Rafael .(Owner) the following design
services for a civic plaza and vehicle entry into an adjacent parking garage. - The design shall
be as described in the Preliminary Drawings as presented to the City's joint agency Design
Study Session of 20 September 2000. Design fees as listed in the proposal are based upon
that design.
Scope of Work
Phase h Preliminary
A. Preliminary design work shall be initially based on a scheme previously produced by
others.
13 Review of Owner criteria and program requirements; consultation.
C. Initial site reconnaissance visit and analysis; photographs; site survey form completion.
D. Review of Preliminary Design by Fields and Associates.
E. Architect shall attend meetings and public hearing's through the Preliminary Design
Phase as necessary. The Architect has budgeted approximately ten meetings and/or
hearings in the fixed fee. Meetings beyond this will be considered extra work and may
be hourly with :prior notification to Owner.
F. Architect shall assist Cost Estimator to determine preliminary construction cost estimate.
Deliverable: (one copy each of the following)
Sun/Shade Study
Photo Board
Preliminary Site Plan (colored)
Preliminary Landscape Plan (colored)
Preliminary Elevations (colored)
Preliminary Details
Preliminary MatefiallColor Selections
Preliminary Cost Estimate
Ph: ase Design Development
X Based on the Preliminary Design and adjustments authorized by the Owner in the
program, Schedule or Construction Budget, the Architect shall prepare, for approval by
the Owner, Design Development Documents consisting, of drawings and other
documents to fix and describe the size and character of the Project as to architectural
elements as may be appropriate.
B. Architect shall assist a Cost Estimator to determine construction costs.
C. Architect shall attend various hearings through the Design Development (DD) Phase.
The Architect has budgeted four meetings and/or hearings in the fixed fee. Hearings
beyond this will be considered extra work and may be billed hourly with prior notification
to Owner.
Deliverable: (one copy each of the following)
Two colored renderings
DD Architectural Site Plan
DD Landscape Plan
DD Grading and Drainage Plan
DD Water Feature Plan and Details
DD Elevations
DD Architectural Detail
DD Material/Color Selections
DD Cost Estimate
Phase lll; Construction Documents
A. Based on the approved Design Development Documents, governing agencies' written
comments, Owner's written comments and any further adjustments in the scope.or
quality of the Project, or in the Construction Budget authorized by the Owner, the
Architect shall prepare, for approval by the Owner, Construction Documents consisting
of Drawings, and Specifications setting forth in detail the requirements for the
construction of the Project. Construction drawings and specifications, or other
.construction documents submitted, by the Architect to the owner for approval or to any
contractors for bidding or negotiation shall -be coordinated and in compliance with
applicable codes, ordinances, statutes, regulations and laws.
B. Complete Construction Documents shall be prepared for the following:
Architectural
Civil Engineering
Structural Engineering
Electrical Engineering
Water Feature Design
Landscape Architecture
4, � ' C. Architect shall assist a Cost Estimator to determine construction costs.
D. Issuance of Bid Documents to Owner.
E. Building permit application submittals. by Architect.
F. Architoct will respond to and correct all reasonable and necessary plan check
cornments from all government agencies at no additional cost to Owner. The plan
check comment corrections made by the Architect shall only satisfy those concerns that
are within the scope of the Architect's work specifically delineated under this Proposal.
Landscape Architect's Scope of Work:
A. Landscape Architect shall provide:.
• planting and irrigation plans and details
B. See attached proposal from Donald L. Blayney & Associates.
Civil Engineer's Scope of Work:
A. Civil Engineer shall provide:
• grading plan
• street improvement plans
B. See -attached proposal from L L. Schwartz Associates, Inc.
Water Feature Designer's Scope of Work:
A. Water Feature Designer shall provide Construction Documents for:
• water feature
• filtration
• water treatment
• piping systems.
B. See attached proposal from Fields and Associates.
Electrical Engineer's Scope of Work
A. Electrical Engineer shall provide Construction Documents for:
• electrical power
• lighting
B. Coordination With Pacific Gas .& Electric
C.- See attached proposal from Hansen & Slaughter, Inc.
Structural Engineer's Scope of Work
A. Structural Design and calculations for retaining wall and other miscellaneous site items.
B. See attached proposal from E.P..Engineers.
Deliverable: (one reproducible each of the following)
Architectural
Site Plan
Elevations
Details
Specifications
Civil Engineering
Site Plan
Utilities Plan
Grading and Drainage Plan
Notes & Details
Specifications
Landscape Architecture
Planting Plan
Irrigation Plan
Details & Notes
Specifications
Structural Engineering
Retaining Walls Designs
Misc. Structural Designs
Calculations
Specifications
Water Feature Consultant
Mechanical/Piping Plan
Control Design Drawing
Details
Specifications
Electrical Engineering
Power Plan
Lighting Plan
Panel Diagrams
Details
Specifications
Cost Estimator .
Final Cost Estimate
Phase IV: Construction Administration
A. Clarification of Construction Documents as requested by General Contractor or Owner
shall be by Architect.
B. Review and process shop drawings. .
C. Architect shall provide site visits for construction observation including one final site visit
for punch list as requested by Owner.
D. Civil Engineer shall review submittals, and provide construction staking. (See attached
agreement from I.L Schwartz Associates-, Inc.)
E. Landscape Architect shall provide two site inspections.
F. Structural Engineer shall answer questions and issue clarification drawings. He shall
review reports by testing and inspection agencies.
G. Water Feature Consultant shall review submittals, answer questions and provide
periodic site observations.
H. Electrical Engineer shall process shop drawings, and provide three site visits during
construction.
Deliverable:
Not Applicable
Schedule
A. Phases I and II shall be executed in a timely manner by Architect but as controlled by
others such as Owner's approval process, and city agency approvat process.
B. Upon full approval of Design Development. documents, Phase III shall be executed
within sixteen (16) weeks. Delays caused by change of scope, or review by Owner may
extend schedule.
Electronic Requirements
A. Documents shall be produced on AutoCAD compatible with Architect's existing in-house
computer system.
B. Preliminary and Design Development documents may be produced either by hand or on
computer at the Architect's discretion.
Compensation
A. Compensation shall be a Fixed Fee as shown below:
Phase l: Preliminary
Architectural $327000
Water Feature Consultant 3,000
Landscape Architect 1,500
Total $36,500
Phase-//: Design Development
Architectural $18,190
Water Feature Consultant 4,000
Landscape Architect 1,000
Civil Engineer 4,900
Renderina_ s (Two views. by Clay Perry) 5.000
Total $33,090
Phase///: Construction Documents
Architectural $36,300
Landscape Architect 2,500
Civil Engineer 5,200
Electrical Engineer 10,000
Water Feature Consultant 9,500
Structural Engineer 5,000
Cost Estimator (includes all three estimates) 5.220
Total $73,720
Phase IV.. Construction Administration
Architectural _ $12,098
Landscape Architect 500
Civil Engineer (including. Construction Staking) 12,000.
Electrical Engineer (included in Phase III) N/A
Water Feature Consultant 3,500
Structural Ena_ ineer (included in Phase III) N/A
Total $28,098
Billings
A. The Architect's fees shall be billed monthly as the work progresses. Payment by Owner
shall -occur within 30 (thirty) days, and subject to late charges beyond that, in the
amount of 1-112% (one and one half percent) per month.
Other Provisions
A. Unless otherwise agreed in writing, work beyond the scope of this agreement,
rework after either acceptance or approval by Owner, or other extra work, may
be performed by Architect and subject to extra charges and billed at prevailing
hourly rates.
B. Architect's services do not include: mechanical engineering; plumbing engineering;
geotechnical (soils) engineering; survey; asbestos investigations; outside permit
expediting fees; or environmental impact reports.
C. Reimbursable expenses, UNLESS SPECIFICALLY DELINEATED ABOVE, are not a
part of the Fixed Fee and shall be billed at cost plus 10% (ten percent) and shall
include: additional engineering services; printing; plotting; packaging; mailing; shipping;
photography; government agency processing fees; permit fees; plan check fees; etc.
AGREEMENT FOR PROFESSIONAL SERVICES
WITH DANIEL MACDONALD AIA ARCHITECTS, INC.
FOR COURT STREET PLAZA FINAL DESIGN
This Agreement is made and entered into this 18th day of December, 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 and construction documents 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to
have overall responsibility for the progress and execution of this Agreement for CONTRACTOR.
Max. . Crpj e 5 hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should
circumstancim 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 performf,the duties and/or provide services as
described in Exhibit A attached hereto and incorporated herein. These duties include those
previously contracted for by the San Rafael Redevelopment Agency under a contract with Contractor
approved by San Rafael Redevelopment Agency Resolution Number,99-33, and by a subsequent City
of San Rafael contract approved by Resolution #10734.
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 $172, 227, $39,400 of
this amount has been contracted for under a contract with Contractor approved by San Rafael
Redevelopment Agency Resolution Number 99-33, and $33,840 has been contracted for under a
contract with Contractor approved by City Resolution #10734.
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 cause 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
CITY 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
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P. O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR Dal Macdonalsld
DanieY 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 terms 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, lav 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
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