HomeMy WebLinkAboutReso 153-1984that:
RESOLUTION NO. 153-84
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF
AN AGREEMENTENTITLED "CONSULTANT SERVICES AGREEMENT
(DOWNTOWN PARKING STUDY) BETWEEN. THE CITY OF SOUTH
SAN. FRANCISCOAND WILBUR SMITH AND ASSOCIATES"
BE IT RESOLVED by the City Council of the City of .South San Francisco
1. Approval of Agreement
The Agreement entitled "Consultant Services Agreement (Downtown
Parking Study) Between the City of South San. Francisco and Wilbur Smith and ·
Associates-," 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 regulary intro-
duced and adopted by the City Council of the City of South San Francisco at a
regular held on the ?6th day of September- , 1984, by the
following vote'
AYES:
NOES:
ABSENT:
Councilmembers Mark N. Addieoo, Emanuele N. Damonte, Richard A.
Haffey, Gus Nicolopulos; and Roberta Cerri Teglia
None
None
Clerk
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CoNsULTANT SERVICES AGREEMENT (DOWNTOWN PARKING STUDY)
BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND WILBUR SMITH AND ASSOCIATES
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· THIS AGREEMENT, entered into'this 26th day of September ..... - 19 84 ,
is by. and between the.CiTY OF SOUTH SAN FRANCISCO, a municipal corporation
(hereinafter "City") and WILBUR SMITH AND ASSOCIATES, a Delaware Corporation'
(hereinafter "consultant"), whO'agree as follows:
1. General. This Agreement. pertains to services for the conduct of. a parking
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Needs Study for' the downtown area of sOuth San Francisco~ -.
2. Scope of 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.
3. Time of Performance. Consultant shall begin work within seven (7) days
following the execution of. this Agreement and upon written notice by City to
proceed. Consultant agrees to complete the services required under this contraJ-t -
within fifteen {15) weeks .... from the Notice to Proceed, except
that Consultant shall not be responsible for any delay in the completion of the
·
work Caused by acts of God or of the public enemy, acts of the City, fire, floods,
epidemics, quarantine restrictions, or strikes not caused by the unfair 1labor
.,
practices of Consultant or delays of subcontractors due to such 'causes; provided
that the Consultant sh'all, within ten (10) days from the beginning of any such
delay, notify the City. in writing of the causes of delay.
4. Compensation.
(a) City shall pay Consultant to perform the services set forth in
Exhibit "A" hereto, in amounts as set forth in Table 4 of said
Exhibit, except that in no event shall the total amount paid to
the Consultant exceed an aggregate of Twenty Three Thousand Seven
Hundred Seventy Dollars ($23,770) for .services performed pursuant
to this Agreement.
Services required as a result of unforseen circumstances which
are not contemplated in Exhibit "A" hereto shall be performed
only after receiving the written authorization of the City Council
and shall be billed at the same hourly rate as set forth in
Table 4 of Exhibit "A."
5. Method of Payment. The Consultant shall submit monthly invoices to
the City for services rendered, and City .shall tender payment to Consultant
based upon said invoices within thirty 130) days .after receipt of same,
contingent upon approval by City as to the satisfactory performance of the '
work.
6. Ownership of Documents. The City shall have full and compl~ete access
to Consultant's calculations, drawings, studies, specifications and other docu-
ments during progress of the work. All such documents prepared by Consultant
shall become the property of the City upon completion of the project or termin-
ation of this Agreement. The Consultant may retain a copy of all material
produced by Consultant pursuant to this Agreement for use in its §eneral business
activities.
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7. 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 186.1 of the California Labor Code:
"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) 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 or actions at law or in
equity, and or any claims or demands by reason of any. breach or alleged breach
of any contract, or provisions thereof, or 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 the performance of this
Agreement.
(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, amount 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 in 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."
9. Hold Harmless, Defense and Indemnification. Consultant shall hold
harmless, indemnify 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.
10. Use of Subcontractors. Consultant shall not subcontract for any
-'services to be performed under this Agreement without the prior written permission
of City. Consultant shall be solely responsible for reimbursing any subcon-
· tractors and the City shall have no obligation to them.
11. Assignment. Consultant shall not assign any of its rights nor transfer
any of its obligations under this Agreement without the prior written permission
of the City, which permission may be withheld at the sole discretion of the City.
12. Termination of Contract.
(a) For Cause: If, through any cause, the Consultant shall fail to
fulfill in a timely and proper manner its obligations~:under this
Agreement, or if the Consultant shall violate any of t)~e covenants,
agreements or stipulations of this Agreement, the City shall
thereupon have the right to terminate this Agreement by giving
written notice to the Consultant of such termination and specifying
the effective date thereof at least five (5) days prior to 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 Agreement,
the Consultant shall thereupon have the right to terminate this
Agreement in the same manner as above. In either event, all
finished or unfinished documents, data, studies, drawings, plans
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 docu-
ments 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 'set forth in Table 4 of
Exhibit "A."
For convenience of the City: 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, which notice shall be given at least fifteen (15) days
prior to the. effective date of such termination.
13. _Consultant's Qualifications. By executing this Agreement, Consultant
holds itself out as a qualified expert, possessing the experience and specialized
skills necessary to perform the tasks set forth in Paragraph i herein and agrees
that it will mender to the best of its ability the services described in said
paragraph during the full term of this Agreement.
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14. Consultant's Status.
The services set forth in this Agreement shall be provided to
City by the Consultant as an independent consultant as defined
in Labor Code Section 3353, under the general control of the
City Manager 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 than those provided herein.
Nothing in this Agreement shall be construed to create the
relationship of agent, servant, employee, partnership, joint
venture or association, or any other relationship whatsoever
other than that of independent contractor between the ~q~ty and
Consultant.
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~ 15. Interest of Consultant. Consultant covenants that it 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 Agreement, no persons having any such interest shall
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be employed.
16. Notices. All notices herein required shall be in Writing, and shall
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be delivered in person or sent by certified mail, return receipt requested,
postage prepaid. Notices required to be given to City shall be addressed as
fol 1 ows'
City Manager
P.O. Box 711
South San Francisco, CA 94083
Notices required to given to ConsUltant shall be addressed as follows'
Wilbur Smith and Associates
282 Second Street
San Francisco, CA 94105-3189
17. Merger. This agreement supercedes any and all other agreements,
~either oral or in writing, between the parties hereto with respect to the
subject matter hereof and contains all of the covenants and agreements between
the parties with respect to said matter, and each party to this Agreement
acknowledges that no representations, inducements, promises or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf
of any party, which are not embodied herein, and that no other agreement,
·
statement or promise not contained herein shall be valid or binding:
IN WITNESS WHEREOF, the duly authorized representatives of the City and
the Architect have caused this Agreement to be executed on the date herein-
above set forth.
-o .
AI~EST:
,
CITY OF SOUTH SAN FRANCISCO',
a municipal corporation
· WILBUR SMITH AND ASSOCIATES
Consultant
/v vice President
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