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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 · CoNsULTANT SERVICES AGREEMENT (DOWNTOWN PARKING STUDY) BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND WILBUR SMITH AND ASSOCIATES · · 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 ~ . 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. .. 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. . 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. 5 ~ 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 /' be employed. 16. Notices. All notices herein required shall be in Writing, and shall . 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 -7-