HomeMy WebLinkAboutCC Resolution 13727 (Parking Structure/Garage Replacement)RESOLUTION NO. 13727
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
ACCEPTING A PROPOSAL FROM MARTIN/MARTIN INC. FOR PROFESSIONAL
SERVICES FOR THE PARKING STRUCTURE/GARAGE REPLACEMENT AND
UPGRADE STUDY AND AUTHORIZING THE PUBLIC WORKS DIRECTOR TO
ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH
MARTIN/MARTIN INC. IN THE AMOUNT OF $99,500.00.
and
the City; and
WHEREAS, the City of San Rafael owns and maintains four parking structures;
WHEREAS, providing safe, well-maintained parking facilities is a priority for
WHEREAS, the 2013/2014 Five -Year Capital Improvement Program (CIP) was
approved allocating $200,000 from the Parking Services Fund for an analysis; and
WHEREAS, City staff found that design services from qualified consultants will
be required for this project; and
WHEREAS, City staff followed the City standard procedures for selection of the
most qualified consultant; and
WHEREAS, the most qualified consultant team is Martin/Martin, Inc. with a fee
in the amount of $99,500.00 (technical proposal attached as Exhibit A);
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL RESOLVES as follows:
The Professional Scope of Services for Nlartin!Martin, Inc., as attached
hereto, is accepted
2. Council does hereby authorize the Public Works Director to enter into
Professional Services Agreement with ti,lartin/Martin, Inc. for professional
services listed in Exhibit "A". in a form approved by the City attorney and
in an amount not to exceed $99.500.00.
3. 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 19th day of May, 2014, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Connolly, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
File No.: 06.01.222
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AGREEMENT
FOR PR( -')F ES SION At, SERVICE'S WITI I %-IARTlN/N4AR.-I-IN, INC, FOR THE PARKINING
STRUCTURE LI"PCiRAI)E'REPI,ACFMI.',iN'I'S'rLiDN'
'['his Agreement is made and entered into this- ( -I �2014 byand between
the CITY OY SAN, RA-FAFT [hereinafter "CITY"], and MARIE -f -\,/MAR -J -IN, INC., a corporation
authorized to do business in (alifiornia (hereinafter "CONTRACTOR),
RECITALS
WHEREAS. the CITY has determined that certain specialized professional
services, are required for the Parking Sti-Licture Upgradel!"Replacement Study (hereinafter
"PROJECT"); and
WHEREAS, the CONTRACTOR has offered to render such specialized professional
services in connection with this Project.
AGREEMENT
NOW, THERE=FORE, the parties hereby agree as follows:
PROJECT COORDINATION
A. CITY. The Public Works Director shall be the representative of 11.10 CITY for
all purposes under this Agreement. The City Engineer is hereby designated the PROJECT' MANAGER
For the CITY, and said PROK-`CT MANAGER shall supervise -it[ aspects of the progress and execution
of this Agreement.
B. CONTRACTOR, ("ON 'Ll, RAC:" OR. shall assign a single PRODCT
DIRECTOR to have overall responsibility I"or the progms and execution of this Agreement for
CON'FRACTOR. Emily Cv'uglielmo is hereby desionated as the PROJECT DIRECIOR for
CONTRACTOR, Should circumstances or conditions Subsequent to the execution of this Agreement
require a substitute PROJEC.T DIRECTOR for any reason, the CC)NTRACTOR shall notifR the CITY
within ten (10) business daNs of the substitutl0r),
I L)UVIES 01"CONNTRACTOR
CO,N`l RA(."1'(,)R agrees to perform the services outlined in the proposal frorn
C(YNTRACTOR dated'M3rch 25. 21014 marked I'Ahibit -.A" attached hereto, and incorporated hercit) b"
tills referenwV. CON. YRACTOR agZ-
rees to, pert6rrn the work- specificd in this Agreement.
DU]"W"S OF'TFIF CITY
CITY shall perflomi the duties, if any, as described in Exhibit "A" attached
hereto and incorporated herein.
4COMPENSATION
For the full performance of the services described herein In CONTRACTOR,
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CITY shall pay CONTRACTOR on a time and materials- basis for services rendered in accordance with
the rates sho\vn on the current fee schedule as described in Exhibit "A". The total payment made under
this Agreement shall not exceed $99,500, except by written amendment of this agreement by the parties.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONI AACTOR.
5. TERM OF AGREEMENT
fhe term of this Agreement shall be from the date of execution until completion
Of the project.
6TERMINATION
A. Discretionary. hither party may terminate this Agreement without cause
upon thirty (30) days written notice mailed or personally delivered to the other party,
13. Cause. Either party may terminate this Agreement for cause upon tell
(10) days written notice mailed or personally delivered to the other party, and the notified party'., failure
to cure or correct the cause of the termination notice, to the reasonable satisfaction of` the:. part%' giving
such notice, \Aithin third (30) days of the receipt of said notice.
(1, f:'ffect of Termination. Upon receipt of notice of termination, neither
party shall incur additional obligations under any provision of this Agreement vvithotjt the prior written
consent of the other.
1). Return of Documents. Upon terniination, any and all ClYY documents
or materials Provided to C0N`YRA( . 'TOR and my and all of CONN"FRAC'"YOR's documents arid materials
Prepared for or rehoing to the per 1,("I 11-ta lice of Its duties under this AgreemcnL shall be delivered to CITY
'),i srton. as possible, bur riot later than thirty J ( '0), days, aftc( terminatI011.
Agreem,?-,lt - -,
7, OWNERSHIP OF DOCUMENTS
The written documents and materials prepared by the CONTRACTOR in
connection with tire performance of its duties under this Agreement shall be the sole propelly of CI'FY.
CITY may use said property for any purpose. includim, project-,; not contemplated by this Agreement.
8. INSPEurm AND AUDIT'
Upon reasonable notice, CON'FRAC FOR shall make available to MY, or its
agent, for inspection and audit. all documents and materials maintained by C.ONTRACFOR in
connectit-,)n 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 pat -ties agree that they shall not assign or transfer any interest in this
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Agreement nor the performance of ani of their respective obligations hereunder. without the prior, written
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consent of the other patty, and an,,, attempt to so assign this Agreement or any rights, duties oi-
obligations arising hereunder shall be void and of no effect.
I 0, INSURANCE,
A. During the term of this Agreement, C'ON'TRACTOR, shall maintain. at no
expense to CHN., the following insurance policies.
1. A comiriercial ,eneral liability insurance policy in the n-lininitrin
amount oforic million ($t,000,000) dollars pet, occurrence/Mo million dollars ($2,000,000) aggregate,
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for dcath, bodily in �y, personal injury, or property damage;
2, Air automobile liability (owned, non -owned, and hired vehicles)
insurance policy in the fninfinurn amount of one million ($1,000,000) dollars per occurrcnee�
If any licenscd professional performs anN of the services required to
be performed wider this Ngreernent, a professional liability insurance policy in t1W 111ininlUrn affiOUnt of
one million (S L.000,000) dollars per occurrencell"two million dollars ($2,000,000) aggregate, to cover any
Claims arisring out of, the (._,0'1,,'TRA(.f'0R,'s pertwniaac.e of services under this Agreement, Where
CON'TRAGP)R is a professional nor tcquired to haN c a professional license, C ITA' reserves the riglu to
require CON fRACIOR to pre ,ide pr(A"C""Sic,)JI'll liability insurance pursuant to this section.
3. If it employs any person, CONTRACTOR shall maintzini worker's
conipensaiion and emploxet's liabilit) insurance. asrequired bN the State Labor Code and other
applicable laws and regulation.s, and as necessary to protect both CON'TRAC"IOR and CI'I')' against all
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liability for injuries to CON't-RAC" TOWs officers and employees. COINTRACTOR's worker's
compensation insurance shall be specifically endorsed to Nvaive any right (if subrogation against CITY.
K 'Flic insurance coverage required of the CONTRACIOR In
subparagraph A of this section above: shall also meet the following requirements:
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I. Except for professional liability insurance, the insurance policies
shall be specificalIN endorsed tel include the CFTY, its officers, agents, employees, and volunteers, as
additionally maned insured under the policies.
1 The additional insured coverage under CONTRACTOR's
insurance policies shall be primary with respect to any insurance or covet -age maintained by CITY alld
shall not call upon C.ITY's insurance or self-insurance coverage for any contribution. The -priman, and
in CON_rR,ACFOR's policies shall be at least as btoad as ISO forth CG20 01
04 13.
3. Except for prol'essional liability insurance, the insurance policies
shall include, it) their text or by endorsement, coverage for contractual liability and personal injury.
4. T'he insurance policies shall be specifically endorsed to provide
that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said
insurance policies except upon ten ( 10) days written notice to the PROJECT MANAGER
:a. If the insurance is written oil a Claims Made Form, then.
following termination of this Agreement. said insurance coverage shall survive for a period of not less
than five 3 ears.
6. 'The insurance policies shall provide for a retroactive date of'
placement coincldingv� ith the effective date cif this Agreement,
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The limits of insurance required it) this Agreement may be
satkfied by a combination of' primary and umbrella or excess insurance, Arty urnbrella Or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a
primarN, and noncoriftibwory baa is for the benefit of CITY (if agreed to in as written conti,act or
bef6rc ('11)" S own insurance or self`-inswrance shall be called upon tel protect it as a named
insured.
It shall be as requirement under this Acircen-tent that any available
insurance procceds broader lhill or in C,,we�ss offlic specified minirtlurn insurance, coverage requirements,
and,or limits shall be available to CITY or anvrather additl
onal insured pari�. Furthermore, the
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requirements for coverage and limits shall be: (1) the minimum coverage arid limits specified in this
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Agreenient, or (2) the broader coverag
c and niaxinuirri limits of coverage of any insurance policy or
proceeds available to the named insured; whichever is greater,
C. Air)- deductibles or self-insured retentions in CONTRACTOR's
insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney,
and ,;hall not reduce, the limits Of liability. Policies containing any self-insured retention (SIR) provision
shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured err
CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with
respect to C11"Y shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a
bond guaranteeing payment of losses and related investigations., clairns, administration, attorney's fees and
defense. expenses,
1). C I , ONTRACTOR shall provide to the PROJF.CT !MANAGER or CITY's
City Attorney all of the following: (1) Certificates of Insurance evidencing the ilISLArance coverage
required in this Agreement-, (2) a copy of the policy declaration page and/or endorsement page listing all
policy endorsements for the commercial general liability policy, gnci LD excerms of poiicr lartguar~e or
V.ecific endorsements evidencin-a the other in'SUrarice r quirements set forth in this Aercenient. CITY
reserves the rigit to obtain a full certified copy of any insurance policy and endorsements from
CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it
later, The insurance shall e approved as to form and sufficiency by PROJECT MANAGER and the City
Attornev,
H. INDEVIN IFICATION
A. Except as provided in Paragraph B, CON'tRACTOR shall. to the fullest
extent permitted b)r'IJNV, indemnify,, release, defend with counsel approved by CITY, and hold harrilless
CITY. its officers. agents, employees and volunteers (collectively. the "City hideninitees"), frofromand
againit any claim, demand, SUit,jUdarrient. loss, liability or expense of any kind, including but not limited
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to attorney's fees, expert fees and all other costs and te", of litigation, (collectively "CLAIMS"). arising
out of CONTRAC"FOR's perf6rinance of its obligations Or conduct of its operations under this
Aarecolent. The COINTRACTOR's obligations apply regardless of whether or not a liability is caused or
contributed to by the active or passive t1coligerice orthe City hidernnitees. Hovvever, to the extent thatZ� Z,
liability is Caused by the active negligence or willful misconduct of' the City hiderniiitces, the
CON'l RA(JOV, indemnification obligatioti shall be reduced in proportion to the City lridenmitees'
.share of liability for the active 11C$,fio oce or willful jrtiscondtjct. In addition. the acceptance or approval
ofthe CC NTRACT(Ws x4ork or aeork product by the CITY or ariy of its directors. officers or employees
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shall not relieve or reduce the CONFRACTOR's indemnification obligations. III the event the City
Indemnitees are made a party, to any- action., lawsuit, or other adversarial proceeding arising from
CON'TRACTOR's performance of or operations under this Agreement. CONI-RACTOR shall provide a
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defense to the C'ity Indemnitees or at CITY's option reimburse the City' Indemnitees their costs of
defense, Including reasonable attorneys' fees, incurred in dcfcwwi of such claims.
13. Where the services to be provided by COYI RACT OR under this Agreement
are design professional services to be perlbi-rued by a design professional as that term is defined under
Civil Code Section 2782.8, CONTRACTOR shall, to the Fullest extent permitted by law, indemnify,
release, defend and hold harmless the City Indernnitces from and against any CLAIMS that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the
performance of its duties and obligations under this Ae
,recinent or its failure to coniplN, xvith any of its
obligations contained in this AP 1 0
Agreement, except such CLAUM which is caused by the sole negligence or
willful misconduct of CITY.
C. The defense and indemnification obligations of this Agreement are
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undertaken in addition to, and shall not in any way be limited by. the insurance obligations contained in
this Agreement, and shall survive the termination or completion of this Agreement for the full period of
time alloy° ed by law.
12, NONDISCRIMINATION
C(:tNTRACYOR shall not discritninate, in any way, against any person on the
basis ofao race, color, religion, ancestry, national origin or disability In connection with or related
to the performance of its (Julies and obligations under this Agreement.
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13, CONAPLIANCT WITHALL 1_A4krS
CONTRACD)R shall observe and cornpl%.'� with all applicable federal, state and
local laws, (-.)idInances. cocles, and regulations, in the perlormance of its duties and obligations under this
AgreemenL C.'ONTRACFOR ,,hall perform all services undcr this A�geenient in accordance Nvith these
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LONS, 0fd)I1dT1CCS, CMJCS and rc�-ulatlons. CCANTRA1C TOR shall release. detend, iridemnitV and hold
hart'lle's" ("I FY, its 'A'Vioers, aucnt� and eniployees fro"n arty and all danmgcs, ljahihties, penalties, firle,
and all other consequences from anv Tioncompliance or violation of any laws,. ordinance, codes or
14, NC) THIRD PARTY BENLITICIARIES
CITY and CUN'TRACTOR do not intend, by any provision of this Agreement, to
create in any third party, any benefit or right oNved by one party, under the terms and conditions of this
Agreement, to the other part),.
15. NOTICES
All notices and other communications required or permitted to be given under
this Aul-eernent. including any notice of change of address, shall be in writing and given by personal
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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 xvith the United States Postal Smice. Notice shall be given as ft)llovvs:
TO CIT Y: Kevin 'McGoNvan, Assistant Public NVorks Director/City Engineer
C I
ity of San Rafael
I I I Morphew Street
P.O, Box I � 1560
San Raffiel. CA 94915-1560
TO C.ONTRACTOR: Emily Guglielrno, SE, PE
Marti n.,'martin Consulting Engineers
700 Larkspur 1-andino Circle, Ste, 2149
9,
Larkspur, CA 94 .39
16. INDEPHN'DEN'T' CONI RAC]"OR
For the purpases, and for the duration, cif this Agreement. CONTRACTOR. its
officers. at -Iellts and employees shall act in the capacity of an Independent Contractor, and not as
employees of the CTFY, CONN'TRACT(W and (.TFY expi-essly intend and agree that the status of'
CON, FRACTOR, its officers, agents and employees be that of'an Independent Contractor and not that of
all emplo)ee of(ATY.
17' I: "l.'11 i=> . Cil I;I AI.1.N"I' AME,'4,`D'MENTS
A, I lie terms and conditiotis of this Agree mem7 all eNhibits attached, and
all dao; iments exprossly incorporated by reference, represent the entire Agi-cernent of the parties: with
respect to the subJect matter of -this Agreemeni.
B. Thl!;- m-Itien Agreerrient shall supersede any and all prior agrecmeias.
(w al or %%,6i en. re
garding the sob ed. niatier bemeen the COX'FRACTOR and the CHY
Ageement - 7
C No other agreement, promise or statement, written or oral. relating to the
subject mater of this Agreement, shall be valid or binding, except by way of N�,ritten amendment to this
A,(,f cement.
C)
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 C(")N'f RACTOR and the CITY.
L If an), conflicts arise boweeu the terms and conditions of this
Agreement, and the terms and conditions of file attached exhibits or the documents expressly
incorporated by reference, the terins and conditions of'this Agreement shall control.
18. SET -OF FAGAINST I)EBTS
CONITRAC10R, acs that CITY may deduct from any payniew due to
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CONTRACTOR under this Agreement, any monies NN,hich CONTRACTOR owvs CITY under any,
ordinance. agivemcnt, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid
checks or other amounts.
19. WAIVERS
The v.,aiver by either party of any breach or violation (if 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, lave or regulation, Or Of ally subsequent breach or
violation of the same or other term. covenant. condition, ordinance, law or reoulation. 'file subsequent
acceptance by either part,,, of any fee, performance, or other consideration which may become due or
011Ying 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.
20. COSTS AND AT FORNM"Y's YEFS
Fhe prevailing party in any action brought to enforce the terms and conditions of"
this Agreement, or arising out of the pertbrmanco: of this Agreement. ma -v recover its reasonable costs
(including claims administration) and attorney's ices expended in connection With SUCII aCtiOfl.
CITY BL'SINESS 1,1(1�,'INSI'-',!(-)'T'Ilf-R TAXES
CON I I�,ACTOR shall obtain and ni,,iintain dUfill;� the duration of this Agreernew,
as CI YY business liceiise as required by, the San Rafael Municipal Code, CONTRACTOR shall pa\1 any and
all state and J`edcral taxes and any other applicable taxes. CITY shall not be required to pay for any work
perl'ormed under this Agrecinent, until CONTRACTOR has provided CITY tk ith a completed Internal
Revenue Service Form 'vV-9 (Request for Taxpayer Identification Number and Certification).
?2. APPLICABLE LAW
The IaNvs of the State ofCalifornia shall govern this Agreerncnt.
IN k.vurNESS WHEREOFt the parties have executed this Agreement as of the day, month
and year first above written.
CITY 01"SAN RAFAUJ.,
NA DER MANSOL.1111AN., Public Works Director
ATTES V:
-,- e e -
ESTHER C. BEIRNE, City Clerk
APPROVED ASTO I -'OR -\,,I:
.... ......
ROBE RT f EPS IT" M t'itV Atr(I)r1jeV
File No.-. W01.222
N1ARTIN"NAARTIN, INC.
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By:
Title:
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"-PIOR
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