HomeMy WebLinkAboutReso 118-1987 RESOLUTION NO. 118-87
CITY ]OUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING EXECUTION OF AN
ARCHITECTURAL SERVICES AGREEMENT FOR THE
DOWNTOWN COMMERCIAL REHABILITATION PROGRAM
WHEREAS, by Resolution No. 95-87 the City Council approved the Downtown
Commercial Rehabilitation Pilot Program Guidelines as part of the Downtown
Revitalizaition Strategy; and
WHEREAiS, architectual services are necessary to assist City staff in
effectivel!y implementing the Guidelines.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco that it approves the Agreement entitled "Architectual Services Agreement"
for architectural and related professional services for the Downtown Commercial
Rehabilitation Program between the City of South San Francsico and the Architect-
ural Resources Group and authorizes the City Manager to execute such an Agreement
in substantially the same form as the Agreement attached as Exhibit "1".
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 25th day of November , 19 87 by the following vote:
AYES:
NOES:
ABSTAIN:
iCouncilmembers Mark N. Addieqo, Richard A. Haffev, Gus Nicolopulos,
IRoberta Cerri Teglia. and Jack Drago
~one
iNone
ABSENT:
None
EXHIBIT I TO RESOLUTION NO. 118-87
ARCHSERV.{AGR
(Revised!
ARCHITECTURAL SERVICES
AGREEMENT
Page 1
THIS AGREEMENT, entered into this 25th day of November ,
19 8) by and between the CITY OF SOUTH SAN FRANCISCO, a municipal
corporatLon (herein the "City" and ARCHITECTURAL RESOURCES GROUP
(hereinafter the "Architect"), who agrees as follows:
1.0
and rela'
2.0
conditiol
General. This Agreement pertains to architectural
ed professional services for the following project:
Downtown Commercial Rehabilitation Program
Scope of Services. Subject to the terms and
set forth in this Agreement, Architect shall provide
to the City the services described in Attachment "A" attached
hereto and by this reference incorporated herein as though set
forth verbatim.
3.0i Time of Performance. Architect shall begin work
within seven (7) days following the execution of this Agreement
and upon!written notice by City to proceed. The project is an
ongoing hue without a pre-specified date of completion.
Architect shall not be responsible for any delay in the
completibn of the work caused by acts of God or of the public
enemy, a~ts of the City, fire, floods, epidemics, quarantine
restrictions, or strikes not caused by the unfair labor practices
of Architect or delays of subcontractors due to such causes;
provided{ that the Architect shall, within ten (10) days from the
.beginning of any such delay, notify the City in writing of the
causes oil delay.
4.0i Compensation. City shall pay Architect the
amounts {set forth in Attachment "B" attached hereto and by this
referenc{e incorporated herein as though set forth verbatim.
~ 4.1 Direct Salary Expense is defined as the
direct s]alaries of all the Architect's personnel engaged on the
project,) but does not include the cost of contributions and
benefitsi related thereto, whether mandatory or customary, as
described in Paragraph 4.2, and included in Direct Personnel
Expense .{
~ 4.2 Direct Personnel Expense is defined as the
direct
Salaries of all the Architect's personnel engaged on the
Project, and the portion of the cost of their mandatory and
customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits,
insurance, sick leave, holidays, vacations, pensions, and similar
contributions and benefits.
Page 2
ArchitectUral Services
Agreement
4.3 Reimbursable Expenses are in addition to the
Architect's compensation and include actual expenditures made by
the Architect and the Architect's employees and consultants in
the interest of the Project for the expenses listed in the
following! subparagraphs:
(1)
Expense of transportation in connection with out-
of-town travel authorized by the City.
(2) Long distance communications.
(3) Reproductions.
(4) Postage and handling of documents.
(5) Renderings and models requested by the City.
(6)
Data processing and photographic production
techniques when used in connecti6n with Additional
Services.
(7)
Expense of overtime work requiring higher than
regular rates, if authorized by the City.
5.0 Method of Payment. The Architect shall subnit
monthly invoices to the City for services rendered, and City
shall tender payment to Architect based upon said invoices within
thirty (30) days after receipt of same, contingent upon approval
by City ms to the satisfactory performance of the work.
5.1 Payment upon Project's Termination. If the
project is suspended or abandoned in whole or in part for more
than thr~e months, the Architect shall be compensated for all
services performed prior to receipt of written notice from the
City of such suspension or abandonment, together with
Reimbursable Expenses then due.
6.0
Architect's Accountin~ Records.
6.1 Records of Reimbursable Expenses and expenses
pertaining to services performed on the basis of a Multiple or
Direct S~lary or Direct Personnel Expense shall be kept on the
basis ofl generally accepted accounting principles and shall be
available to the City or the City's authorized representative at
mutuallyj convenient times.
Architec{ural Services
Agreement
Psge 3
7.0
Arbitration.
7.1 A~reement to Arbitrate. All claims, disputes
and other matters in question between the parties to this
Agreement arising out of or relating to this Agreement or the
breach thereof, shall be decided by arbitration in accordance
with thelConstruction Industry Arbitration Rules of the American
Arbitration Association then obtaining unless the parties
mutually}agree otherwise. No arbitration arising out of or
relating!to this Agreement shall include, by consolidation,
joinder or in any other manner, any additional person not a party
to this Agreement except by written consent containing a specific
reference to this Agreement and signed by the Architect, the City
any other person sought to be joined. Any consent to arbitration
involving an additional person or persons shall not constitute
consent lo arbitration of any dispute not described therein or
with any!person not named or described therein. This agreement
to arbitrate and,any agreement to arbitrate with an additional
person or persons duly consented to by the parties to this
Agreement shall be specifically enforceable under the prevailing
arbitration law.
! 7.2 Notice of the demand for arbitration shall be
filed inlwriting with the other party to this Agreement and with
the American Arbitration Association. The demand shall be made
within ai reasonable time after the claim, dispute or other matter
in question has arisen. In no event shall the demand for
arbitratiion be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other
matter in question would be barred by the applicable statute of
limitations.
' 7.3 The award rendered by the arbitrators shall
be finali, and judgment may be entered upon it in accordance with
applicabile law in any court having jurisdiction thereof.
8.0{ Ownership of Documents. The City shall have full
and comp!lete access to Architect's calculations, drawings,
specific!ations and other instruments of professional service
during p!rogress' of the work. All such documents prepared by
Architec!t shall become the property of the City upon completion
of the p!roject or termination of this Agreement. The Architect
may retain a copy of all material produced by Architect pursuant
to this {Agreement for use in its general business activities.
Should t[he City desire to use the work completed under this
Agreemen!t for purposes other than those intended under this
Agreement, the City will notify Architect in writing prior to any
other reluse of said documents. Such documents have been prepared
exclusively for the uses contemplated under this contract and are
not necessarily fit for any other uses.
III [[I [ ]
· I
Archztect{ural Services
Agreement
Page 4
The City, the Department of Housing and Urban
Developme]nt, the Comptroller General of the United States, or any
of their {duly authorized representatives, shall have access to
any books], documents, papers, and records of the Consultant which
are direcitly pertinent to this contract, for the purpose of
making audit, examination, excerpts, and transcriptions.
Consultant shall maintain all required records for three years
after City makes final payments and all other pending matters are
closed.
9.0 . City Furnished Materials. The City agrees to make
available to Architect all drawings, specifications, and other
existing[documents pertaining to the project currently in the
possession or control of City.
10.0 Insurance. The Architect shall take out and
maintainlduring the life of this Agreement the following policies
of insurance.
10.1 Worker's Compensation and Employer's
Liability Insurance providing full statutory coverage. In
signing this Agreement, the Architect makes the following
certification, required by Section 1861 of the Labor Code:
"I am aware of the provisions of Section 3700 of the
California Labor Code which requires every employer to
be insured against liability for Worker's 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."
10.2 Liability Insurance. The Architect agrees to
obtain a:md hold in force through the life of this Agreement
professi'unal liability (e.g. errors and omissions) insurance for
all oper ~tions of Architect under this Agreement. This insurance
shall be{ in an amount no less than Five Hundred Thousand Dollars
($500,000.00).
. 10.3 Commercial General Liability Insurance. In
an amoun}t not less than Five Hundred Thousand Dollars
($500,00]0.00) for injuries including but not limited to, death to
any one {person aud subject to the same limit for each person, in
an amoun{t of not less than One Million Dollars ($1,000,000.00)
combined single limit per occurrence for bodily injury, personal
injury and property damage.
ArchitectUral Services Page 5
Agreement{
110.4 Property Damage Insurance. In an amount of
not less ithan Five Hundred Thousand Dollars ($500,000.00) for
damage to{ the property of each person on account of any one
occurrenc{e.
10.5 It is agreed that the insurance required by
sections 110.3 and 10.4 shall be in aggregate amount of not less
than One {Million Five Hundred Thousand Dollars ($1,500,000.00)
and shalli be extended to include as additional insureds the City
of South {San Francisco, its elective and appointive boards,
officers,i agents and employees, with respect to operations
performed by the Architect, as described herein. Evidence of
said insurance described above shall be provided to
City upon execution of this Agreement and shall be subject to the
approvallof 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 cancelled except upon thirty
(30) days written notice to City.
11.0 Hold Harmless, Defense and Indemnification.
i' 11.1 Architect shall hold harmless and indemnify
City, its employees, agents, officers, boards and commissions,
whether dlected or appointed, from any against all claims,
demands, iactions, 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 andipersonal, which.arises out of the negligent act, error
or omission of Architect, its agents, subcontractors or employees
in conneCtion with the performance of this Agreement.
11.2 Attorney's Fees. Should any litigation be
commenced between the parties to this Agreement seeking to
enforce fee provisions, the Party prevailing in such litigation
shall be!' entitled, in addition for attorneys' fees which shall be
determined by the court in such litigation or in a separate
action b[rought for that purpose.
Architectural Services
Agreementi
Page 6
i 11.3 Rehabilitation or Removal Work. The
Architect{ shall not be liable for personal injury, wrongful
death, orI property damage arising out of hidden conditions,
including! but not limited to the presence of asbestos or asbestos
related m{aterials, in any building or structure that is a subject
of rehabiilitation or removal type work. The Architect will make
assumptio{ns based on his professional judgement as to the
existence and nature of hidden conditions, however, the Architect
will not ibc required to make further investigation of hidden
conditions unless such investigation is specifically requested in
writing biy the City and paid for by the City.
11.4 In the event this A~reement is terminated
prior to !final completion of all services required hereunder, the
City agrees to indemnify, defend and hold the Architect harmless
from and{against all claims, suits, including attorney fees and
other expenses thereto, whether groundless or not, judgments and
awards on account of any damage to property or ~ersons, including
death, aCising out of the use of the Architect's Documents by the
City or any other person or entity, except when the Architect is
found solely liable for such damages by a court of competent
jurisdiction.
12.0 Use of Subcontractors. Except for engineering,
landscape and other appropriate consultants to the Architect, the
Architect shall not subcontract for any services to be performed
under this Agreement without the prior written permission of
City. Architect shall be solely responsible for reimbursing his
consultants and the City.shall have no obligation to them.
13.0 Assignment. The Architect shall not assign any of
its rights nor transfer any of its obligations under this
Agreemen{ without the prior written permission of the City, which
permission may be withheld at the sole discretion of the City.
14.0 Termination of Contract.
' 14.1 For Cause: If, through any cause, either
party fa~ls to fulfill in a timely and proper manner its
obligations under this Agreement, or if either party violates any
of the c~venants, agreements or stipulations of this Agreement,
the other party shall thereupon have the right to terminate this
Agreement by giving to the party in violation written notice of
such termination and specifying the effective date thereof at
least seven (7) days prior to the effective date of such
termination.
Page 7
ArchitectUral Services
Agreement!
14.2 Project Abandonment: This Agreement may be
terminate{d by the City upon at least seven days' written notice
to the Ar!chitect in the event that the project is permanently
abandoned.
~ 14.3 For Convenience of the City. The City may
for its Own convenience terminate this Agreement at any time by
giving w~itten notice to Architect 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.
14.4 In the event of termination not the fault of
the Architect, the Architect shall be compensated for all
services!performed to the termination date, together with
Reimbursable Expenses then due. The Architect reserves the right
to retain possession of all documents until full payment for
services!performed has been received. The Architect shall not be
held liable for any damages as a result of withholding of.
documentS.
15.0 Architect's Qualifications. By executing this
Agreement, Architect represents itself as a qualified Architect,
possessing the experience and specialized skills necessary to
perform the tasks set forth in Attachment A Scope of Services
herein and agrees that it will render to the best of its ability
the services described in said attachment during the full term of
this Agreement.
16.0 Architect's Status
16.1 Independent Consultant. The services set
forth ini this Agreement shall be provided to City by the
Architec2 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, bu~ not the means by which such result is accomplished.
Nothing herein contained shall be construed to make the Architect
an agent!or employee of City while providing said services, and
Architeclt shall be entitled to no other benefits or compensation
than tho~e provided herein.
16.2 Relationship. Nothing in this Agreement
shall bel construed to create the relationship of servant,
employee, partnership, joint venture or association, or any other
relationship whatsoever other than those of independent
contract{'or between the City and Architect.
Architectural Services
Agreement
Page 8
17.0 Interest of Architect. Architect 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 under this Agreement. The
Architect further covenants that, in the performance of this
Agreement, no persons having any such interest shall be employed.
18.0 Equal Opportunity. Consultant shall comply with
the requirements of Federal Executive Order 11246, entitled
"Equal Employment Opportunity," as amended by Executive Order
11375, and as supplemented in Department of Labor regulations (41
CFR Part!60). Consultant shall also comply with the requirements
of SectiOn 3 of the Housing and Urban Development Act of 1968.
19.0 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 follows:
City Clerk
P.O. Box 711
South San Francisco, CA 94080
Notices required to be given to Architect shall be
addressed as follows:
Architectural Resources Group
Pier 9 The Embarcadero
San Francisco, CA 94111
20.'0 Merger. This Agreement supercedes any and all
o
other agreements, either oral or in writing, between the parties
hereto With respect to the subject matter hereof and contains all
of the c{ovenants and agreements between the parties with respect
to said imatter, and each party to this Agreement acknowledges
that no [representations, inducements, promises or agreements,
orally qr 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.
Architectural Services
Agreemen~
Page 9
IN WITNESS WHEREOF, the duly authorized representatives of
the Cityland the Architect have caused this Agreement to be
executedion the date hereinabove set forth.
ARCHITECTURAL RESOURCES GROUP
By: ,~
Bruce D. Judd, AIA, Partner
By:
, Treasurer
CITY OF SOUTH SAN FRANCISCO,
a Municipal Corporation
By: ~,
Markl Lewis, City Manager
ATTEST:
Barbara A. Battaya
City Clerk
APPROVED AS TO FORM:
Yal ~rie J. Armento
Cit~ Attorney
Contract Attachment
City of South San Francisco
Page 1
ATTACHMENT A
21.0 Architect's Services. Services provided by the
Architect may vary from one project to another depending on their
nature and complexity. Services may include, but are not limited
to, the following:
{21.1 Assist staff in reviewing the applications
received based on criteria specified in the program Guidelines
and make ~ecommendations of those that would make good
rehabilitation candidates.
21.2 The Architect will assist staff in screening
applicant{s and meet with owners, the Screening Committee, and
Commissiohs as needed. The Architect may be called upon to
conduct a{ workshop with these groups if deemed necessary by the
City. ~
~ 21.3 - The Architect will consult with staff,
commissioners, and owners to discuss rehabilitation options and
alternati{ves, recommendation of improvements, and estimate
project Cost.
All buildings which have been approved for
rehabilitation assistance will be photographed and the
photographs used to prepare base drawings to scale. In
consultation with staff, commissioners, and the applicant,
general approaches to the rehabilitation of buildings,
appropriate conservation practices, design issues, and
preliminary estimates of project cost will be presented.
i 21.4 Architectural services ranging from
consultation and conceptual renderings to elevation and working
drawings!depending on the scale of the project. These will be
presented and discussed with owners, staff, and commissioners.
Architectural services will be provided as follows
as needed on a case by case basis:
· Meet with applicants to discuss rehabilitation
potentials for his/her property.
Review potential building code issues and determine if
the property is eligible to use the provisions of the
State Historical Building Code.
Prepare preliminary facade drawings in color, with
paint color samples and awning samples (if
appropriate). Prepare a work write-up and preliminary
construction cost estimate.
Contract i Agreement
City of South San Francisco
Page 2
ATTACHMENT A
· Review the proposed design and budget with applicants
and staff, and if necessary, revise the design·
· Prepare details, outline or detailed specifications (as
necessary), and a final construction budget.
· Review with applicant.
21.5 Assist the owner with completion of the
project, including passage of the project through the Design
Review Board, Historic Preservation Commission, and assistance
obtainin~ necessary building permits. A workshop may be held for
members of the City's reviewing bodies, if requested by the City.
If necessary the Architect will assist in obtaining rulings from
the State Historical Building Code Board, in sending the project
out to b2d, and in locating and recommending qualified craftsmen,
and spec2alized contractors and suppliers.
~ 21.6 Oversight of rehabilitation construction to
supervise adherence to plans and historical integrity.
Construction will be reviewed on a regular basis with field
reports submitted to the applicant and city· Assistance in
clarifying plans and details will be provided through the
construc2ion phase·
T ] ~' m
Contract Attachment
City of SOuth San Francisco
Page 1
122.0
ATTACHMENT B
Basis of Compensation
22.1 An initial payment of SO.O0 shall be
paid uponi execution of this Agreement.
22.2 Compensation for the Architect's
services, as described in Attachment A, Architect's Services
shall be {computed as follows:
Partners
$80.OO/hour
Senior Associates
$6§.O0/hour
Design Associates/
..Job Captains
Designers/Draftspersons
$50.O0/hour
$45.00/hour
amount bi
authorizf
as neede(
Support Staff
3.0 x Direct Cost
Actual hours and rates charged may vary but the total
lled shall not exceed $25,000 without written
.tion by the City, work to be billed on an hourly basis
Only the hours expended will be billed.
22.3 Reimbursable Expenses shall be billed at
cost plus 15% and shall include the following:
a. Cost of printing or duplication of drawings,
specifications, written reports, and cost
estimates.
Lodging, subsistence, and out of pocket expenses
for authorized travel in connection with work.
Local travel at $0.25/mile, plus tolls and
parking.
d. Long distance telephone/telegraph/telex charges.
eo
Cost of models, special renderings, photography,
special processing printing, special printed
reports or publications, and maps.
f. Postage and delivery charges.
Contract Attachment
City of South San Francisco
Attachment B
Page 2
Professional consultants retained with client
approval.
22.4
Rates effective July 1987 through June 1988.
22.5 For reimbursable expenses, as described in
Article 4.3, and any other items included in Article 22.3 as
Reimbursable Expenses, a multiple of one point one five (1.15)
times the amounts expended by the Architect, the Architect's
employees and consultants in the interest of the Project.
~ 22.6 Payments due the Architect and unpaid for
more than forty-five (45) days after the date of billing under
this Agreement shall bear interest from the date payment is due
at the rate entered below, or in the absence thereof, at the
legal rake prevailing at the principal place of business of the
Architecit.
(Here insert any rate of interest agreed upon.)
22.7 The Owner and the Architect agree in
accordanice with the Terms and Conditions of this Agreement that:
22.7.1 If the scope of the Project or of the
Architec]t's services is changed materially, the amounts of
compensation shall be equitably adjusted.
22.7.2 If the services covered by this
Agreement have not been completed within twelve (12) months of
the date[ hereof, through no fault of the Architect, the amounts
of compensation, rates and multiples set forth herein shall be
equitabl!y adjusted.
! 22.8
on the Project if
within Sixty (60)
The Architect reserves the right to stop work
payment for services completed is not received
days of the date of billing.
22.9 If the services covered by this agreement
have no~ been completed within twelve (12) months of the date
hereof, {through no fault of the Architect, the amounts of
compensation, rates and multiples set forth herein shall be
equitably adjusted.
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