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HomeMy WebLinkAboutReso RDA 03-2005RESOLUTION NO. 03-2005 REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION APPROVING A CONSULTANT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND PINNACLE DB, INC. WHEREAS, staff'recommends approval of an agreement between Pinnacle DB, Inc. and the City of South San Francisco for the construction management of Fire Station 61 in an amount not to exceed $480,577; and WHEREAS, the Redevelopment Agency Board has authorized $1,000,000 for the design and construction of Fire Station 61 in the 2004-2005 Capital Improvement Program. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency hereby approves the Consultant Agreement with Pinnacle DB, Inc. for the construction management of Fire Station 61 in an amount not to exceed $480,577. The agreement is attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to execute the agreement on behalf of the City of South San Francisco. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 9th day of March 2005 by the following vote: AYES: NOES: Boardmembers Richard A. Garbarino, PedroGonzalez, and Karyl Matsumoto, Vice Chair Joseph A. Fernekes and Chair Raymond L. Green None. ABSTAIN: None. ABSENT: None S:\Current Reso sX3-9-05PinnacleDB.rda.res.doc _ v / Clerk EXHIBIT A CONSULTING SERVICES AGREEMENT BETWEEN CITY OF SOUTH SAN FRANCISCO AND PINNACLE DB, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and Pinnacle DB, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of March 9, 2005 (the "Effective Date"). WFI~REAS, City currently requires construction management services for a projecl to renovate Fire Station 61, ("Project"); WHEREAS, Consultant possesses the desired professional skills, talent, abilities, competence to provide construction management services for the Project and has represented said skills, talent, abilities to the representatives of the City; WHEREAS, the City has relied on Consultant's professional skills, talents, abilities and services for cost estimates, design services and value engineering of the Project, and seeks to rely on Consultant's professional construction management skills; WHEREAS, City desires to hire Consultant as its construction manager for the Fire Station 61 renovation project; NOW, THEREFORE, the Parties agree as to the following terms and conditions herein: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end with the completion of the renovations and acceptance of the improvements by City, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 7. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 7. 1.2 Standard of Perfbrmance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a comPetent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant Practices its profession. Consultant shall prepare all work products required by this Agreement in conformance with the standards of quality normally observed by a person practicing in Consultant's profession. Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 1 of 13 1.3 Assignment of Personnel Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 .Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed four hundred and eighty thousand five hundred and seventy seven ($480,577.00) dollars (see Exhibit B) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall be structured as follows and contain the following information: · Based upon Exhibits C and D, Consultant shall bill based on the percentage of overall work completed within the prior thirty days; Based upon completed percentage, Consultant shall bill for each contractor based upon a monthly review performed by Consultant and City. Each invoice shall include an estimate of time required to complete the work described in Exhibit A; Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 2 of 13 2.2 2.3 2.4 2.5 2.6 2.7 2.8 · The Consultant's signature. Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within thirty (30) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Cityshall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule attached as Exhibit A. Reimbursable Expenses. City shall reimburse Consultant reasonable expenses without mark-up or administrative fees provided that expenses are identified in advanced and approved by the City Manager. Expenses not previously identified and approved by the City Manager are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 7, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order tO verify costs incurred to that date. Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 3 of 13 2.9 Authorization to Perform Services, The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the City Manager. Section 3. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 3.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE M/LLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the City Manager. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 3.2 Commercial General and Automobile Liability Insurance. 3.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate'limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 4 of 13 3.3 include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 3.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 3.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. bo Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Professional Liability Insurance. 3.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 3.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. Consulting Services Agreement between City of South San Francisco an Pinnacle DB, Inc. March 9, 2005 Page 5 of 13 If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 3.4 All Policies Requirements. 3.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 3.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. 3.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 3.4.4 Additional insured~ primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. Consulting Services Agreement between City of South San Francisco an Pinnacle DB, Inc. March 9, 2005 Page 6 of 13 A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 3.4.5 Deductibles and Self-lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of City Manager, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The City Manager may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. Section 4. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel reasonably acceptable to the City, and hold' harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action ar/sing out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when 1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 7 of 13 an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contr/butions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 5. STATUS OF CONSULTANT. 5.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 5.2 Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 6. LEGAL REQUIREMENTS. 6.1 Governing Law. The domestic laws of the State of California shall govern this Agreement, without regard to the choice of law doctrine. 6.2 .Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 6.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 6.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain 'during the term of this Agreement valid Business Licenses from City. Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 8 of 13 6.5 Section 7. 7.1 7.2 7.3 7.4 Nondiscrimination and Equal Opportunity, Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the City Manager or this Agreement. TERMINATION AND MODIFICATION. Termination. City may cancel this Agreement at any time and without cause upon seven (7) days written notice to Consultant. Consultant may cancel this Agreement at any time without cause upon 30 days' written notice to City. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the City Manager, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 9 of 13 7.5 7.6 Section 8. 8.1 and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City Manager. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the City Manager. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Town's remedies shall included, but not be limited to, the following: 7.6.1 Immediately terminate the Agreement; 7.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 7.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 7.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. KEEPING AND STATUS OF RECORDS. Records Created as Part of Consultant's Performance All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other mater/als, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by Town, all data, plans, specifications, repons and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 10 of 13 8.2 8.3 Section 9 9.1 9.2 9.3 9.4 9.5 9.6 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the Town, for a period of three (3) years after final payment under the Agreement. MISCELLANEOUS PROVISIONS. Venue. In the event that either party brings.any action against the other under this Agreement, the parties agree that thai of such action shall be vested exclusively in the state courts of California in the County of San Mateo or in the United States District Court for the Northern District of California. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. Use of Recycled Products. Consultant shall prepare and submit all reports, written stuches and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 11 of 13 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the Town. if Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 9.7 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 9.8 Contract Administration. This Agreement shall be administered by City Engineer Ray Razavi ("City Engineer"). All correspondence shall be directed to or through the City Engineer or his designee. 10.1 Notices. Any written notice to Consultant shall be sent to: Larry R. Tarter, AIA., President Pinnacle DB, Inc. 1461 Rollins Road Burlingame, California, 94010 Phone (650) 558-9760 Any written notice to City shall be sent to: Ray Razavi City Engineer City of South San Francisco City Hall 400 Grand Avenue South San Francisco, CA 94080 Phone (650) 829-6652 Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 12 of 13 10.2 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. The Parties have executed this Agreement as of the Effective Date. CITYOF SOUTH SAN FRANCISCO Barry M. Nagel City Manager Attest: Sylvia Payne, CityClerk ~,,Avmuas, CityAttorney Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc. Page 13 of 13 EXHIBIT A SCOPE OF SERVICES CONSULTANT is being engaged to perform the work described below at the old Black Mountain Spring Water Facility at 91 South Spruce Street (or 480 North Canal Street). The building is to be converted to a fire station, which will house Fire Station 61, and fire administration, which will be relocated from the Municipal Services Building. CONSULTANT has finished Phases I and II of this project. This agreement is for Phase III, Construction Management Services. CONSULTANT shall be responsible to assist the CITY in advertising the various aspects of the project for separate sub-construction projects. These projects will be advertised, bid and awarded in a manner similar for all CITY construction projects. Award will be made by the City Council to the lowest responsible bidder. The CONSULTANT shall be responsible for assisting the CITY in evaluating all the bidders and the completeness of their bids and recommend award to the lowest responsible bidder. Once the separate sub-construction contracts are awarded by the CITY, it shall be the CONSULTANT'S responsibility to coordinate the work of the sub-contractors and resolve any conflicts in the plans with the various sub-contractors. CONSULTANT shall maintain an on-site presence and provide a meeting place for the contractors. CONSULTANT shall provide all Architectural and Engineering Services to resolve any conflicts and provide construction observation to insure conformance with the plans and specifications. CONSULTANT shall insure record drawings are provided by each relevant contractor for the City's use upon completion. CONSULTANT shall schedule the work of the various construction contracts to ensure timely completion of the total project. SCHEDULE CONSULTANT shall submit a schedule of work within 30 days of award of this agreement, indicating when each construction contract will be advertised and opened, when the City Council will review for award, construction time and ultimate final completion of the project. Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc.Exhibit A Page I of 1 EXHIBIT B PAYMENT CITY shall pay CONSULTANT an amount not to exceed the total sum of $480,577 for services to be performed per Exhibit A. Invoices shall comply with CITY requirements. CITY shall make monthly payments, based on such invoices, for services satisfactorily performed. The total sum stated above shall be the total CITY shall pay for the services to be rendered by CONSULTANT pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONSULTANT in rendering services pursuant to this Agreement. CITY shal make no payment for any extra, further or additional services pursuant to this Agreement unless such extra service and the price therefore is agreed to in writing executed by the CITY Manager or other designated official of the CITY authorized to obligate CITY thereto prior to the time such extra service is rendered. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONSULTANT for all outstanding costs incurred for work satisfactorily completed as of the date of written notice thereof. CONSULTANT shall maintain adequate logs and timesheets in order to verify costs incurred to date. PAYMENT SCHEDULE See attached. General conditions breakdown (Exhibit C) and Margin Cost (Exhibit D). If the add alternates, Ambulance Bay and Exterior Canopy are accepted, CONSULTANT shall be paid the net profit quoted at each in addition to the Basic compensation. Consulting Services Agreement between March 9, 2005 City of South San Francisco an Pinnacle DB, Inc.Exhibit B Page 1 of 1 Feb 18 05 11:44~ p.2 Mr. Ray Razavi City Engineer City Of S. San Francisco, CA 315 Maple Avenue, CA 02.18.05 RE: FIRE STATION 61 CM General Conditions and Margin Dear Ray: Attached find a breakdown of the general conditions costs for this project. These costs include site mobilization, staff, and associated expenses such as telephone services, field office supplies, debris boxes, and general labor which includes misc. on-site labor not covered by the subcontractor's contracts and consultant fees to review shop drawings and submittals as well as site visits. Typically these costs are billed monthly along with the draw for subcontracts. We anticipate mobilizing on approximately 02.23.05. Our margin (6%) is our typical fee to oversee and coordinate all work by the subcontractors as well as furniture installation. It is calculated as 6% of the cost of construction not including NE fees, FF&E, information technology costs, and city management fees. If the cost of construction, total subcontracts, amount to less than the current budget estimate/cost of construction the 6% will follow the actual costs - whether it be higher or lower. Again this is billed monthly with the draw. We realize that a ribbon cutting is scheduled for Nov. 6, '05, and anticipate we will be on site for 6 to 8 weeks beyond that date. i3 Pectfu Ily, ,I :. ~ .~ ~ Presid 1zt61 Rollins Road, Burlingame, CA 94010 D 650.558.9760 Fax 650.558.9766 z 0 Certificate of Insurance 1 of 1 #S87704/M87703 Agency Name and Address: Professional Practice Insurance Brokers, Inc. 10 California Street Redwood City, CA 94063-1513 Pinnacle DB, Inc. 1461 Rollins Road Burlingame , CA Insureds Name and Address: 9401O THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED THE POLICIES LISTED BELOW. Companies A fro rd in ~ I~ ~ ~ll!~ll~,~, A. NIC Insur~ce Comply B.H~tford [ cst. Paul Fire & M~ine Insur~ce ~.[¢ D.Continenta Casu~ty Compay COVERAGES: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN iS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP.DATE POLICY LIMITS A GENERAL LIABILITY GS412159 11/11/04 11/11/05 General Aggregate: $2,000,000 i [] Commercial General Liability Products-Com/Ops [] Claims Made Aggregate: $1,000,000 [] Occurrence Personal and Adv. Injury: $1,000,000 [] Owner's and Contractors Each Occurrence: $1,000,000 Protective Fire Drag. (any one fire): $50,000 [] ]B AUTO LIABILITY 72UECUQ6001 11/01/04 11/01/05 Combined Single Limit: $0 [] Any Automobile i Bodily Injury/person: $1,000,000 [] Ali Owned Autos ,~)Pl.O~/( i Bodily Injury/accident: $1,000,000 [] Scheduled Autos ~ ' Property Damage: $0 [] Hired Autos Date: ~ -2 o~ os to lc rib [] Non-owned Autos~,,.~ --0 ~-"/ [] Garage Liability n.*- EXCESS LIABILITY Each Occurrence: [] Umbrella Form City A -..~ Aggregate: [] Other than Umbrella Form 12 WORKERS' BW01934423 11/01/04 11/0t/05 Statutory Limits COMPENSATION Each Accident: $1,00O,000 ; ANDLiABiLiTyEMPLOYER'S Disease/Policy Limit: $1,000,000 I Disease/Employee: $1,000,000 Per Claim $I ,000,000 D PROFESSIONAL DBA114015085 10/30/04 10/30/05 LIABILITY* Aggregate $1,000,000 $0 Description of Operations/Locations/Vehicles/Restrictions/Special items: ALL OPERATIONS OF THE NAMED INSURED. GENERAL LIABILITY AND AUTO LIABILITY ONLY: THE CITY, ITS OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONALINSUREDS BUT ONLY AS RESPECTS LIABILITY ARISING OUT OF THE NAMEDINSUREDS' OPERATIONS. City of South San Francisco Office of the City Engineer 315 Maple Avenue South San Francisco, CA 94080 *Written at aggregate limits of liability not less than amount shown. Certificate Holder: THE AEGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY FOR ALL OPERATIONS OF THE INSURED. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POL)ClES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY, ITS AGENTS OR REPRESENTATIVES WILL MAIL 30 DAYS WRIlq'EN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EXCEPT IN THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WHICH CASE 10 DAYS NOTICE WILL BE GIVEN. Authorized Representative: i~ . , 12/07/04 ACORD,~ CERTIFICATE OF LIABILITY INSURANCE NPR DATE PI_DC 02-14-2005 · ~PRODUCER -;~ PROFESSIONAL PP~ACTICE INS BRK/PHS 1185024 P: (866)467-8730 F: (877)905-0457 t P. O. BOX 33015 LSAN ANTONIO TX 78265 INSURED PINNACLE DB INC 1461 ROLLINS RD BURLINGAME CA 94010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER R: INSURER C: INSURER D: FbB I ~ 2005 j INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS· _ J CLAIMS I1 MED EXP IAn¥ one personl OCCUR --I ~-PRO- i--]Loc A.~UTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1 0 0 0 0 0 0 A X ANYAUTO 72 UEC gQ6001 11/01/04 11/01/05 IE .... ,d... __ , , App AUTO ONLY - EA ACCIDENT$ ~A'A~E"AB'"T~ roved lS tO form EA.CC Date; - 7__'~ --/~ AUTOONLY: AGG $ ~ oc~'R [] c-,,Ms,,"t,':'E By: DED.CT,BLE City Att, Those usual to the Insured's Operations. Certificate holder is named as additional insured and waiver of subrogation. CERTIFICATE HOLDER J -] ADDITIONAL INSUR[O; INSURER LETTER: -- City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON-PAYMENT) TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY QF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. ACORD 25-S (7/97) © ACORD CORPORATION 1988