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HomeMy WebLinkAboutReso 84-1984 RESOLUTION NO. 84-84 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A CIVIL ENGINEERING CONSULTANT SERVICES AGREEMENT (TERRABAY) BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Approval of Agreement. The Agreement entitled "Civil Engineering Consultant Services Agreement (Ter~abay)" between the City of South San Francisco and Wilsey & Ham is hereby approved, and a copy of said Agreement is attached hereto as Exhibit "1." 2. Execution of Agreement. The Mayor is hereby authorized to execute said Agreement on behalf of the City, and the City Clerk attest his signature thereto. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 13th day of June , 1984, by the following vote: AYES: NOES: Councilmembers Mark N. Addiego, Emanuele N. Damonte, Richard A. Haffey, Gus Nicolopulos; and Roberta Cerri Teglia None ABSENT: None EXHIBIT "1" TO RESOLUTION NO. 84-84 CIVIL ENGINEERING CONSULTANT SERVICES AGREEMENT (TERRABAY) THIS AGREEMENT is made at South.San Francisco,. 'California, as of June 13 J .. 1984, by and between the CITY OF SOUTH' SAN FRANCICO (her.einafter referred to as "CITY") and WILSEY & HAM.. ., (hereinafter- referred to' as "CONSULTANT")j Who agree as follows: l'J Services'J Subject to' the terms and conditions set forth in this Agreement; · Consultant shall provide to City the services described in Exhibit "A"'j attached hereto and by this reference incorporated herein as though, set forth verbatim:' Compensation:' City shall pay Consultant for services rendered pursuant · to this Agreement at the' time and rates in the manner set forth in Exhibit "B" attached hereto and by this reference incorporated herein as though set forth verbatimJ The payments specified in Exhibit "B".. shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for ~aid services to City.in the manner specified in Exhibit "B'~~' 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 and shall continue in effect until June 30, 1985 terminated as provided in ParagraPh 11 herein: unless sooner 5. Ownership of Documents. City shall have fungi--and complete access to Consultant's working papers, drawings and other documents during progress of the work. All plans, drawings and other 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 ~eneral business activities. 6. Insurance. The Consultant shall take out and maintain during the life of this Agreement the following policies of insurance: '(a) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Consultant makes the following certification, required by Section 1861 of the California Labor Code: · "I am~aware of the provisions of Section 370D 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,O00.O0).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) Property Damage Insurance. In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) 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 life 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 o~ctions at law or in provisions thereof, or by reason of any contractual liability, or alleged contractual liability on any contract, entered into by Consultant and/or any of its agents or employees. - (e) It is agreed that the insurance required by Subsections b, c and d · ~ 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 this insurance described above shall be provided to City upon execu- tion of this agreement and shall be subject to approval by the City Attorney as to form, amou~t~and carrier. The policy of insurance shall also contain a provi= sion indicating that such insurance shall not be reduced or cancelled except upon thirty (30) days written notice to City. In addition, the following endorse- ment shall be made on said policy of insurance- "Notwithstanding any other provisions ~n this policy, the insuranCe afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." Responsibility; Indemnification. (a) Consultant shall indemnify, hold harmless and, at City's request defend City, its employees,, agents, officers, Boards and Commissions, whether elected or appointed, from and against all claims, demands, damages, liabilities, costs, expenses, including reasonable attorneys fees or obligations, for or in- connection with personal injury (including death) and/or property damage resulting from the negligent acts, errors or omissions of the Consultant, including Con- sultant's cOntractors, subcontractors, employees, agents or representatives in connection with Consultant's performance under this agreement. (b) City shall indemnify~ hold harmless and, at Consultant's request defend Consultant, its employees, agents and officers from and against all claims 4 -- -- demands, damanges, liabilities, costs, expenses, including reasonable attorneys fees or obligations, for or in connection with any personal injury (including death) and/or property damage resulting from the negligent acts'~ errors or omis~ sions of City~ its employees~ officers or agents in connection with City's obli- - gations under this agreement. (c) In the event of concurrent negligence of City~ its officers~ 'agents and/or employees and Consultant', its officers~ agents'~ employees~ contractors or . subcontractors, then the liability for any and all claims for personal injury (including death) and property damage~ and the cost of defending same~ including attorneys fees, arising out of performance of this agreement shall be apportioned under the California theory of comparing negligence as established presently~ or as may hereafter be modified. 8~ Use of Subcontractors" Unless written approval froTM the City is received~ .. .... the Consultant shall not subcontract any services to be provided hereunder, except for service firms engaged in reproduction~ typing and printing~ Consultant shall be solely 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'~ the Consultant shall'fail to fulfill in a timely and proper manner obligations under this agree- · ment, or if the Consultant shall violate any of the covenants, agreements, or · stipulations of this agreement, the City shall thereupon have the right to · terminate this agreement by giving written notice to.~.~he Consultant of such term- ination and specifying the effective date thereof at least five (5) days before the effective date of such termination. If, through any cause, the City shall fail to fulfill in a timely and proper manner its obligations under this agreement, or if the City shall violate any of the covenants, agreements, or stipulations of this contract, the Consultant shall thereupon have the right to terminate this contract in the 'same manner as above. In either event, all finished or unfinished docu- ments, data, surveys, drawings, maps and reports prepared 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 completed on such documents and 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 Cityi. The City may for its own convenience terminate this Agreement at any time by giving written notice to Consultant of such termination and specifying the effective date thereof, at least 15 days"before-the'effective date of such termination. .... 12. Consultant's Qualifications. By executing this agreement, Consultant holds itself out as a qualified Civil Engineer', possessing the experience and specialized skills necessary to perform the tasks mentioned in Paragraph I 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 Con- sultant as an independent consultant as defined in Labor Code Section 3353, under . . the general control of the Director of Public Services 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. (b) Nothing in this Agreement shall be construed to create the relation- ship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever Qther than that of Independent Consultant. 14. Interest of Consultant. The Consultant covenants that he presently has no interest an~ 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 o~ ~his contract 'no persons having any such interest shall be employed 15. 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 400 Grand Avenue, P.O. Box 711 South San Francisco, CA 94080 ..... Notices required to be given to Consultant shall be addressed as follows- Wi 1 sey. & Ham 1035 East HillSdale Blvd. Foster City, CA 94404 IN ~.,~ITNESS ~., ,.REOF 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. ATTEST' CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue . South San Francisco', California 94080 , May°r' Secretary EXHIBIT "A" SERVICES · · Review the project plans and specifications of the Terrabay Project for compliance with the City's adopted Specific Plan, Development Agreement, Municipal Code, Habitat Plan, and sound engineering practices. ReVie~v and provide expert opinion to the City Engineer regarding the adequacy of the studies, criteria and design for the.: storm drainage systems, sanitary sewage systems., road geometry, traffic control, grading design, debris control facilities, street lighting, pavement sections, retaining walls and all other improvements to the project proposed for both the public and private on-site and off- site areas of the Terrabay Project. Meet with the City Staff and other agencies as well as the developer's cOq)~lltants as needed. · Attend public meetings to advise City officials and answer questions regarding the consultant's evaluation of the project design. EXHIBIT B WILSEY & HAM STANDARD FEE SCHEDULE STANDARD CONTRACT PROVISIONS I. STANDARD FEE SCHEDULE The compensation of CONSULTANT for work done on the basis of salary cost times a factor, plus incurred expenses (which may be referred to as "time and materials" or "standard billing") will be the sum of all the items set forth below: A. PERSONNEL SERVICES I. 2.2 times salary cost. Salary cost is defined as total hours worked times the employee's straight-time rate of pay on an hourly basis plus 37% allowance for payroll taxes and other employee benefits. All time spent in connection with the order by executive, professional, subprofessional, technical, and clerical employees will be included. The current billings rates is attached herewith as Exhibit C. 2. ove~i~ premium (overtime hours overtime and straight-time pay rates). worked times the difference between B. TRAVEL AND TRANSPORTATION EXPENSES I. Reimbursement for actual travel and subsistence expenses paid to or on behalf of employees on business connected with the project, plus a service charge of 10%. 2. Thirty-five cents (35¢) per mile for use of vehicles. A minimum of four dollars ($#.00) per hour will be charged for use of vehicles carrying field survey equipment or used for field inspection and supervision. C. OUTSIDE SERVICES 0 Invoice cost of services and expenses charged to CONSULTANT by outside consultants, professional, or technical firms engaged in connection with the order, plus 15% overhead costs. D. MISCELLANEOUS EXPENSES 1. The invoice cost of materials, supplies, reporduction work, and other services, including communication expenses, procured by CONSULTANT from outside sources, plus a service charge of 10%. All out-of-pocket expenses not included in Items A, B, and C will be included in this category. . a. Electronic distance measuring devices used in performing services for CITY. Varies depending on instrument used b. Computer use charges Varies depending upon program and outside service use. c. Word Processor Varies depending on machine used. -8- STANDARD CONTRACT PROVISIONS A. TERMS OF PAYMENT Fees and all other charges will be billed monthly as work progresses and the amount of each billing shall be due and payable ten (10)_day~.s. after the date of such billing. Any portion of a billing not paid within ~h~.~ (/t~)) days of the billing date shall be considered delinquent and shall bear a delinquency charge of one (I) percent per month on the unpaid balance, but in no event shall said delinquency charge or the payment thereof extend the due date. / If any billing is not paid in full within ~ days a~ter the billing date, then in addition to any other remedies available to Wilsey & Ham it may cease performing work hereunder upon delivery of written notice of its intention thereof to the client. Further, in the event of such default Wilsey & Ham shall have the right, but not the obligation, to cease performing work under any other contract then outstanding between the client and Wilsey & Ham. Should legal action be necessary to enforce the provisions of any contract entered into of which this schedule is a part~ the client agrees to pay all attcKne~ys~ ~ees and court costs incurred in the prosecution thereo~. EXHIBIT C WILSEY & HAM CURRENT BILLING RATES (Subjeci to Change) Clasification Principal P~:~gram Director Project Manager Engineer Surveyor Draftsper$on Clerical/^dministrative Hourly Rate $~5.oo- loo'oo 67.00 - 8t+.O0 61.00 - 73.00 ~2.oo - ~6.oo t~5.oo _ 55.00 23.00 - 3#.00 23.00 - 39.00 -10-