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HomeMy WebLinkAboutCC Resolution 11945 (Fourth St. West Rehab Design Assistance)RESOLUTION NO. 11945 A RESOLUTION ACCEPTING A PROPOSAL FROM HARRIS & ASSOCIATES FOR PROFESSIONAL ENGINEERING DESIGN SERVICES FOR THE PREPARATION OF PLANS, SPECIFICATIONS AND CONTRACT DOCUMENTS FOR THE FOURTH STREET WEST REHABILITATION/ WEST END VILLAGE PROJECT IN AN AMOUNT NOT TO EXCEED $438,299 AND AUTHORIZING THE MAYOR TO SIGN THE AGREEMENT. WHEREAS, the City requires professional services to prepare the contract documents for the rehabilitation of the West End Village section of Fourth Street; and WHEREAS, the city undertook an extensive search process to identify the best qualified consultant for the design of the project; and WHEREAS, the Architectural firm of Harris & Associates was selected as the best qualified; and WHEREAS, Harris & Associates has submitted a Proposal to provide such services in the amount of $438,299; and WHEREAS, staff have reviewed the proposal from Harris & Associates and found it to be within industry standards and acceptable. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael that the Harris & Associates proposal is accepted in an amount not to exceed $438,299; and RESOLVED, FURTHER, that the Council does hereby authorize the Mayor to execute the Agreement for Professional Services in a form approved by the city attorney's office. BE IT FURTHER RESOLVED that the Director of Public Works of the City of San Rafael 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, JEANNE M. LEONCINI, 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 1st day of May, 2006, by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JE NE M. LEONCINI, City Clerk File No.: 16.01.229 AGREEMENT FOR PROFESSIONAL ENGINEERING DESIGN SERVICES FOR THE FOURTH STREET WEST REHABILITATIONIWEST END VILLAGE PROJECT This Agreement is made and entered into this 100 -day of i44y , 2006, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HARRIS & ASSOCIATES (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional engineering consulting services are required to prepare plans and specifications for the Fourth Street/West End Village Rehabilitation Project (hereinafter "PROJECT"); and WHEREAS, the CONSULTANT has offered to render certain specialized professional services in connection with this Project. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The City Engineer 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. CONSULTANT. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution' of this Agreement for CONSULTANT. RUSSELL MOORE is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT CONSULTANT shall perform the duties and/or provide services as follows; the CONSULTANT agrees to provide the professional services outlined in the Proposal from the CONSULTANT, dated April 26, 2006, marked Exhibit "A", attached hereto and incorporated herein by this reference. The CONSULTANT agrees to be available and perform the work specified in this agreement in the time frame as specified and as shown in Exhibit "A". 3. DUTIES OF THE CITY CITY shall pay the CONSULTANT as provided in Paragraph 4, and shall perform the duties required of the CITY as described in Exhibit "A". 4. COMPENSATION For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered in accordance with the rates shown on the current fee schedule as described in Exhibit "A" attached 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 "A", and the total amount paid under this Agreement shall not exceed $438,299. Payment will be made monthly within 30 days of receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 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 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 CONSULTANT and any and all of CONSULTANT'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. Agreement • 2 7. OWNERSHIP OF DOCUMENTS The written documents and materials prepared by the CONSULTANT in connection with 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. CONSULTANT shall not be liable for unauthorized reuse of documents and materials. 8. INSPECTION AND AUDIT Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY Except for the various services to be performed for CONSULTANT by its subcontractors as specified in Exhibit "A", 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, CONSULTANT, shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial 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 CONSULTANT's performance of services under this Agreement. B. The insurance coverage required of the CONSULTANT by Section 10. A., 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. Agreement • 3 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 3. 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. CONSULTANT shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents and employees, as additional insureds under the policies. 5. The insurance polices shall provide that the insurance carrier shall not cancel said insurance policies except upon 30 days written notice to City's Project Manager, and/or 10 -day written notice for non-payment of the premimum. 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 Attorney. C. If it employs any person, CONSULTANT 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 CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. D. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION CONSULTANT shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claims, demands, suits, judgments, losses, liability or expense, including reasonable attorney's fees, arising out of or resulting in any way, in whole or in part, from any negligent acts or omissions, of CONSULTANT or CONSULTANT's officers, agents and employees in the performance of their duties and obligations under this Agreement. Agreement • 4 12. NONDISCRIMINATION CONSULTANT 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 CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT 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 CONSULTANT 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: Mr. Andrew J. Preston (Project Manager) City of San Rafael 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 TO CONSULTANT: Mr. Russell Moore, P.E. Harris & Associates 120 Mason Circle Concord, CA 94520 925-827-4900 (fax 925-827-2956) Agreement • 5 16. INDEPENDENT CONTRACTOR For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT 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. Agreement - 6 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 CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CONSULTANT's taxpayer identification number is 94-2385238, and CONSULTANT 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