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HomeMy WebLinkAboutReso RDA 64-1985-- RESOLUTION NO. 64 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF CONSULTANT SERVICES AGREEMENT NON-PUBLIC WORKS WITH PRC ENGINEERING BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that: 1. Approval of Agreement. The Agreement entitled "Consultant Agreement Non-Public Works (PRC Engineering)" among the City of South San Francisco, the Redevelopment Agency of the City of South San Francisco, and PRC Engineering is hereby approved, and a copy of said Agreement is attached hereto as Exhibit "1." 2. Execution of First Amendment. The Chairman is hereby authorized to execute said Agreement on behalf of the Redevelopment Agency of the City of South San Francisco, and the Executive Director attest his signature thereto. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francico at a Regular meeting held on the 24th day of April , 1985 by the following vote: AYES:Chairman Richard A. Haffey; Vice Chairperson Roberta Cerri Teglia; Member Mark N, Addiego; Member Emanuele N. Damonte; Member Gus Nicolopulos NOES:NONE ABSENT: NONE ATTEST: the City of South S~n~ncisco Redevelopment Agency of the City of South San Francisco EXHIBIT "1" CONSULTANT SERVICES AGREEMENT NON-PUBLIC WORKS {PRC ENGINEERING~ THIS AGREEMENT is made at South San Francisco, California~ as of , lg , by and among the CITY OF SOUTH SAN FRANCISCO, a municipal corporation, the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO (hereinafter referred to jointly as "CITY"), and PRC ENGINEERING, a New York Corporation , (hereinafter referred to as "CONSULIANI"), who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit "A", attached hereto and by this reference incorporated herein as though set forth verbatim. 2. CompensationJ City shall pay Consultant for services rendered pursuant to this Agreement the amount's set forth in Exhibit "B" attached hereto and by this reference incorporated herein as though set forth verbatim. The payments specified in Exhibit "B" shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. 3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing its services pursuant to this Agreement. 4. Term. This Agreement shall be effective on the date first appearing above ani)'~-all continue in effect f~_a_per_iod of forty_(40) weeks,-unless sooner terminated as provided in Paragraph 11 herein. 5. Ownership of Documents. City shall have full and complete access to Consultant's working papers, and other documents during progress of the work. All documents of any description prepared by Consultant shall become the property of the City at the completion of the project. The Consultant may retain a copy of all material produced pursuant to this Agreement for its use in its general business activities. 6. Insurance. The Consultant shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker's Compensation and employers' liability insurance in the statutory coverage. In signing this Agreement, the Consultant makes the follow- ing certification: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." (b) Public Liability Insurance: In an amount not less'than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for injuries including~ but not limited to, death to any one person and subject to the same limit for each person, in an amount not less than ONE MILLION DOLLARS ($1,000,000~00)on account of any one occurrence. (c) Pro@erty Damage Insurance: In an amount not leSs than FIVE HUNDRED THOUSAND DULLARS ($500,00U.00) for damage to the property of each person on account of any one occurrence. (d) Contractual Liability Insurance: Consultant shall take out and maintain during the ~ife of this. Agreement an insurance policy in the amount of at least ONE MILLION DOLLARS ($1,000,000.00), insuring City, its elective and appointive boards, commissions, officers, agents and employees, and Consultant against damages sustained by reason of any action or actions at law or in equity, and/or any claims or demands by reason of any contractual liability, or alleged contractual liability arising out of any contract entered into by Consultant and/or any of its agents or employees in order to perform the work defined herein. (e) It is agreed that the insurance required by Subsections b, c and d shall be in an aggregate amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) and shall be extended to include as additional insureds the City of South San Francisco, its elective and appointive boards, officers, agents and employees, with respect to operations performed by the Consultant as described herein. Evidence of the insurance described above shall be provided to CITY upon execution of this agreement and shall be sub- ject to approval by the City Attorney as to form, amount and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) days written notice to CITY. In addition, the following endorsement shall be made on said policy or the certificate of insurance shall indicate that the policy contains an endorsement which is materially the same as the following endorse- ment. "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be pri- mary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsur- ance shall not be required to contribute to any liability or loss until and unless the approxi- mate limit of liability afforded hereunder is exhausted." 7. Hold Harmless, Defense and Indemnification. (a) Consultant shall hold harmless, i~demnify and, at City's request, defend City, its employees, agents, officers, boards and commissions, whether elected or appointed, from and against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to attorney's fees or obligations, for or in connection with personal injury, including but not limited to, death, or damage to property, both real and personal, which arises out of or is in any way connected with the negligent act, error or omission of Consultant, its agents, subcontractors or employees in connection with the performance of this Agreement. '2- (b) In order to make certain that Consultant will have adequate re- sources to fully carry out its responsibilities pursuant to subparagraph (a) above, Consultant shall, during the life of this Agreement, maintain profess- ional liability (e.g. errors and omissions) insurance for a~l operations of Consultant under this Agreement. Said insurance shall be in an amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000), shall contain a provision that such insurance shall not be reduced or ca~celled except upon thirty (30) days written notice to City and shall be subject to the approval of the City Attorney as to form, amount and carrier. 8. Use of Subcontractors. The Consultant shall not, without the Written consent of the City, subcontract any services to be provide~ hereunder, except for service firms engaged in reproduction, typing and printing. Consultant shall be soley responsible for reimbursing any subcontractors and the City shall have no obligation to them. 9. Assignment. Consultant shall not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of the City, which consent may be withheld at the sole discretion of the City. 10. Termination of Contract for Cause. If, through any cause, either party to this Agreement shall fail to fulfill in a timely and proper manner obligations under this Agreement or violate any of the covenants, conditions, or stipulations of this Agreement, the other party shall thereupon have the right to terminate this Agreement by giving written notice of such termination to the party in violation and specifying the effective date thereof at least five (5) days before the effective date of such termination. In the event of s~ch termination, all finished or unfinished documents, data, surveys, drawings, maps and reports pre- pared by the Consultant shall become the property of the City, and the Consultant shall be entitled to receive just and equitable compensation for any work com- pleted prior to notice of termination on such documents an~ other materials, including costs of preparing such documents and files for delivery and delivery to the City on the basis of the Consultant's fee schedule. 11. Termination for Convenience of the City.' The City may for its own con- venience terminate this Agreement at any time by giving written notice to Consultant of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination. 12. Consultant's Qualifications. By executing this Agreement, Consultant holds itself out as a qualified transportation engineering and environmental Consultant possessing the experience and' specialized skills necessary to perform the tasks mentioned in Paragraph 1 herein and agrees it will render to the best of its ability the services described in that paragraph during the full term of this Agreement. 13. Consultant's Status. (a) The services shall be provided City as set forth herein by Consultant as an independent consultant as defined in Labor Code Section 3353, under the general control of the Deputy City Manager/CD&A of the City of South San Francisco, concerning the results of the work, but not the means by which such result is accomplished. Nothing herein contained shall be construed to make the Consultant an agent or employee of City while providing said services, and Consultant shall be entitled to no other benefits or compensation as provided herein. -3- 14. Consultant's Project Management. The Consultant agrees to provide Sylvia Salenius as Project Manager in lieu of Gerard Walters as requested by the City. In addition, Juergen Fehr will be made available to the project via subcontract. i5. Interest of Consultant. The Consultant covenants that he presently has no interest~ and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Consultant further covenants that, in the performance of this contract, .no persons having any such interest shall be employed. 16. Notices. All notices herein required shall be in writing, and shall be delivered in person or sent by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk P.O. Box 711 South San Francisco, CA. 94083 -and- Planning Director Attention: Phil Gorny P.O. Box 711 ....................... South San Francisco, CA. 94083 -and- Executive Director/Secretary Redevelopment Agency of the City of South San Francisco P.O. Box 711 South San Francisco, CA. 94083 Notices required to be given to Consultant shall be addressed as follows: PRC Engineering 89 Davis Road Orinda, CA. 94563 Attention: Kenneth M. Bankston -4- IN WITNESS WHEREOF, duly authorized representatives of the City and the Consultant have signed in conformation of this Agreement as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA. 94080 City Manager ATTEST: City Clerk REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO Executive Director/Secretary ATTEST: Assistant Secretary PRC ENGINEERING, A New York Corporation By: Division Executive Vice-President -5-