HomeMy WebLinkAboutCC Resolution 13340 (Pt. San Pedro Median Impr. Project)GiF'µY''h@Skr Y E
RESOLUTION NO. 13340
A RESOLUTION ACCEPTING A PROPOSAL FROM WILLDAN FINANCIAL SERVICES
FOR ADMINISTRATION AND ANNUAL REPORT SERVICES OF THE POINT SAN PEDRO
MEDIAN IMPROVEMENTS PROJECT AND AUTHORIZING THE PUBLIC WORKS
DIRECTOR TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH
WILLDAN FINANCIAL SERVICES IN AN AMOUNT NOT TO EXCEED $10,000.00
WHEREAS, on June 22, 2011 the Pt. San Pedro Road Median Landscaping Assessment
District was established; and
WHEREAS, the purpose of the Assessment District is to address the beautification of
4'/z miles of medians on Pt. San Pedro Road and Third Street; and
WHEREAS, the "Point San Pedro Median Improvements Project" proposes to install
improvements within the medians of the assessment district; and
WHEREAS, the Landscaping and Lighting act of 1972 requires an annual report be
completed each fiscal year for which assessments are to be levied and collected to pay the costs of the
improvements; and
WHEREAS, additional administration services are required for this assessment district;
and
WHEREAS, the most qualified consultant team was Willdan Financial Services and
their proposal is attached hereto as Exhibit "A" with a fee in an amount not to exceed $10,000.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael
that the Professional Scope of Services for Willdan Finance Services, as attached hereto, is accepted and
Council does hereby authorize the Public Works Director to enter into Professional Services Agreement
with Willdan Professional Services for those services listed in Exhibit "A", in a form approved by the
City Attorney and in the amount of $10,000.
IT IS FURTHER ORDRERED AND RESOLVED, if mutually agreed upon, the
professional services agreement can be renewed for up to five subsequent years for a cost increase not to
exceed 3% annually.
IT IS FURTHER ORDERED AND RESOLVED, that the Director of Public Works is
hereby authorized to take any and all such actions and make changes as may be necessary to accomplish
the purpose of this resolution.
I, ESTHER C. BEIRNE, 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 on the 7° day of May 2012, by the following vote, to wit:
AYES: COUNCILMEMBERS: Connolly, Heller, Levine, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
File No.. 03.01.180
AGREEMENT
a
FOR PROFESSIONAL SERVICES WITH WILLDAN FINANCIAL SERVICES
FOR THE POINT SAN PEDRO MEDIAN IMPROVEMENTS PROJECT
This Agreement is made and entered into this 8'h day of May, 2012 by and between the CITY
OF SAN RAFAEL [hereinafter "CITY"], and Willdan Financial Services (hereinafter
"CONTRACTOR")
I�X�II11T:1iI.�
WHEREAS, the CITY has determined that certain specialized professional services are
required for the Point San Pedro Median Improvements Project (hereinafter "PROJECT")-, and
WHEREAS, the CONTRACTOR has offered to render such specialized professional services
in connection with this Project.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION
A. CITY. The Public Works Director shall be the representative of the CITY for all
purposes under this Agreement. The Public Works Director 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. JIM
McGUIRE 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 agrees to perform the services outlined in the proposal from
CONTR:kCTOR elated April 10, 201' marked Exhibit "A" attached hereto, and incorporated herein by
this reference. CONTRACTOR agree, to be mailable and perform the wkork specified in this Agreement
in the time frames as specified and as shown in Exhibit "A"
3. DUTIES OF THE CITY
CITY shall perform the cluties as described in Exhibit "A" attached hereto and
incorporated herein.
"T't,
4. COMPENSATION
For the full performance of the services described herein by CONTRACTOR, CITY
shall pay CONTRACTOR the fees as described in the document entitled "Not to Exceed Yearly
Amount", attached hereto as Exhibit "B" and incorporated herein. The total payment made for any
individual work task will not exceed the amounts shown on the Proposal Budget, set out in Exhibit "B".
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
5. TERM OF AGREEMENT
The term of this Agreement shall be for a term of one year, commencing on
Hij y 5? 2 and ending on —201.3 . Upon agreement between
I —_ -7— '
CONTRACTOR and the PROJECT MANAGER, this Agreement may be extended in writing for up to
five (5) additional one-year terms. The PROJECT MANAGER and the CONTRACTOR may agree to
increase the total compensation to be paid to CONTRACTOR for any such extended ter, provided that
any such increase shall not exceed an amount equal to Three Percent (3%) of the total compensation
agreed to for the prior one-year term.
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 ten (10) 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.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all ofCONTRACTOR's documents and materials
prepared for or relating to the performance of Its dUtICS Undcr this Agreement. shalt be delikered to ary
as,coon as possible, but not later than thirty (30) days after termination.
OWNERSHIP OF DOCUMENTS
The written documents and i-naterials prepared by the CONTRACTOR in connection
I
\N,ith the performance of its duties, under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement,
A. -regiment - 2
�s
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 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 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 and two mullion ($2,000,000) dollars general
aggregate 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 10A, shall
also meet the following requirements:
I . 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. Except for professional liability insurance, the insurance policies shall
be endorsed for contractual liahility and personal injruy;
1. Except for professional liability insurance, the insurance policies shall
be .specifically endorsed to include the CITY, its officers, agents, and employees as additionally named
insureds under the policies:
4. CONTRACTOR shall provide to PROJECT MANAGER, ta)
Certificates of Insurance evidencing the insurance coverage required herein, and �h) specific
endorsements naming CITY, its officers, agents and employees, as additional insureds under the policies;
Asreement • 3
AAM
5. The insurance policies shall provide that the insurance carrier shall not
cancel or otherwise modify the terms and conditions of said insurance policies except upon thirty (30)
days written notice to CITY's PROJECT MANAGER , ten (10) days notice if cancellation is due to
nonpayment of premium;
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 policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement;
8 The insurance shall be approved as to form and sufficiency by
PROJECT MANAGER and the CITY's 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 satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of
losses and related investigations, claims administration, attorney's fees and defense expenses.
11. INDEMNIFICATION
(a) Except as provided in Paragraph (b), CONTRACTOR shall indemnify, release,
defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment,
loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in
whole or in part. from any acts or omissions, intentional, negligent, or other wrongful conduct, of
CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties
and obligations under this Agreement.
(b) Where the services to be provided by CONTRACTOR under this Agreement are
design professional set -vices to be performed by a design professional a,s that terra is defined under Civil
Code Sectit}n 2 S 7.4, CONTRACTOR shall, to 7 the fullest extent permitted by lav, , indemnify, release.
defend and hold harmless CITY, its officers, and e.rnployees. against any claim, demand, suit. judgment.
loss, liability or expense of any kind. including attorney's fees, that arises out of. pertains to. or relates to
the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties
and obhgations under this Agreement.
gre�rncnt • 4
Nq,� O
31�„w!!
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, ordinance, 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 owed 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: Nader Mansourian (Project Manager)
City of San Rafael
I I I Morphew Street
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR: Jim McGuire
Willdan Financial Services
%168 Via Industria, Ste. 110
Temecula, CA 96590
16. INDEPENDENT CONTRACTOR
Far the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employee, shall act in the capacit} of an Independent Contractor, and not as emplotiees of the
CITY. CONTRACTOR and CITY express[} intend and agree that the status of CONTRACTOR, its
Agreement • 5
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 the 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
terra, 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
atiy term, c:enditioti, covenant of this Agreement or anv applicable law. ordinance or- regulation.
20. COSTS AND ATTORNEY -'s BEES
The prevailing party in airy action br0W-,ht to enforce the terms and conditions of this
Agree?Merit, or arising out of the perforniailee of this Agreement. inay rcuover its reaso?sable ; osts
;including claims administratioi3) and attorney's fees expended in cortnect'oil with srich action.
Agreement ° 6
(I
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. CITY shall not be required to pay for any work performed
under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue
Service Form W-9 (Request for Taxpayer Identification Number and Certification).
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
r
NADER MANSOURIAN
Public Works Director
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ti
ROBERT F. EPSTEIN, Ci Attorney
File No.: 03.01.130
WILLDAN FINANCIAL SERVICES
By: lz"
Anne Pelej
Title: Vice President