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HomeMy WebLinkAboutReso 35-1988RESOLUTION NO. 35-88 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A GEOTECHNICAL ENGINEERING CONSULTANT SERVICES AGREEMENT WITH ROGER FOOTT ASSOCIATES, INC. FOR TERRABAY BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Ap)roval of Agreement. The Agreement entitled "Geotechnical Engineering Consultant Services Agreement (-errabay)" between the City of South San Francisco and Roger Foott Associates, Inc. is hereby approved. A copy of the Agreement is attached as Exhibit "1". 2. Execution of Agreement. The Mayor is hereby authorized to execute the Agreement. I hereby certify that the foregoing Resolution was regularly introduced and adopted by ~he City Council of the City of South San Francisco at a regular meeting held on the 23rd day of March , 19 88 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Councilmembers Mark N. Addiego, Gus Nicolopulos, Roberta Cerri Teglia, and Jack Drago bone bone Councilmember Richard A. Haffey EXHIBIT I TO RESOLUTION NO. 35-88 THIS A South San (hereinaft 1. Se' GEOTECHNICAL ENGINEERING CONSULTANT SERVICES AGREEMENT (TERRABAY) ~REEMENT dated March 23 , 1988, is by and between the City of :rancisco (hereinafter "City") and ROGER FOOTT ASSOCIATES, INC. )r "Consultant"), who agree as follows: 'vices. S~bject to the terms and conditions set forth in this Agreement, ConsultantLshall provide to City the services described in Exhibit "A", attached aid incorporated. 2. Co~ensation. C Agreement attached an only paymen Agreement. manner spec 3. Fac Co and equipme this Agreem 4. Terl I. ty shall pay Consultant for services rendered pursuant to this t the time and rates in the manner set forth in Exhibit "B" d incorporated. The payments specified in Exhibit "B" shall be the ts to be made to Consultant for services rendered pursuant to this Consultant shall submit all billings for services to City in the fled in Exhibit "B." lities and Equipment. lsultant shall, at its sole cost and expense, furnish all facilities which may be required for furnishing its services pursuant to Thi Agreement shall be effective as of the date of this Agreement and shall conti lue in effect until unless sooner terminated as provided Paragraph 11 herein. 5. Own.~rship of Documents. City shall have full and complete access to Consultant's working papers, drawings and other documents during progress of the work. All plans, drawings and other dqcuments 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 general business activities. (March, 1988 6. Insurance. The Consultant shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker's Compensation and employers' liability insurance in the statutory coverage. In signing this Agreement, the Consultant makes the following certification: "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) Commercial General Liability Insurance: Consultant shall take out and maintain during the life of this Agreement an insurance policy 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) combined single limit per occurrence for bodily ~njury, personal injury and property damage. Automobile Liability (Code 1) Insurance: Consultant shall take out and maintain during the life of this Agreement an insurance policy in an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) combined single limit per accident for bodily injury and property damage. Id] Professional Liability Insurance: Consultant shall take out and maintain during the life of this Agreement a professional liability insurance policy in the amount of at least ONE MILLION DOLLARS ($1,000,000.00). (e) It is agreed that the insurance required by Subsections (b) and shall be in an aggregate amount of not less than ONE MILLION DOLLARS ($1,000,000) and shall be extended to include as insureds the City of South San Francisco, its elective and appointive officers, boards, commissions, agents, employees with respect to operations performed by the Consultant as described herein. The coverage shall contain no special limitations on the scope of protection afforded to the City. Evidence of the insurance described above shall be provided to City upon execution 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 provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) days written notice to City. In addition, the following endorsement shall be made on the policy of insurance. -2- "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be pri- mary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsur- ance shall not be required to contribute to any liability or loss until and unless the approxi- mate limit of liability afforded hereunder is exhausted." 7. Hold Harmless and Indemnification (a) Consultant shall hold harmless, indemnify and, at City's request, defend City, its elective and appointive officers, boards, commissions, agents, or employees from and against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees or obligations, or in connection with personal injury (including, 'but not limited to, death), or damage to property (both real and personal) w~ich arises out of or is in any way connected with the negligent act, error or omission of Consultant or its agents, subcontractors or employees in connection with the performance of the work defined herein. (b) City shall indemnify, hold harmless and, at Consultant's request defend Consultant, its employees, agents and officers from and against all claims, demands, damages, liabilities, costs, expense, 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 onissions of City, its officers, employees or agents in connection with the City's obligations under this Agreement. (c] In the event of concurrent negligence of City, its officers, agents, employees ard Consultant, its officers, agents, employees, contractors or subcontractors, then the liability for any and all claims for personal injury (including ceath) 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, cr as may hereafter be modified. 8. Use of Subcontractors. Unless written approval from the City is received, the Consultant shall not subcontract any services to be provided hereunder, except for seKvice 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 Jnder this Agreement without the prior written consent of the City, which consent may be withheld at the sole discretion of the City. -3- 10. Termination of Agreement for Cause. If, through any cause~ the Consultant shall fail to fulfill in a timely and proper manner obligations under this Agreement~ or if the Consultant shall violate amy 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 the Consultant of such termination 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 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, surveys, drawings, maps and reports prepared by the Consultant shall become the property of the Cii~, 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 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, at least fifteen 115) 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 o~ 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 Consultant as an independent contractor as defined in Labor Code Section 3353, under the ~eneral control of the City Engineer 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 the services, and Consultant shall be entitle¢ to no other benefits or compensation. lb) 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. -4- il II [ ~ 14. Interest of Consultant. The Consultant covenants that he presently has no interest and shall not ire any interest, direct or indirect, that would conflict in any manner or degre with the performance of services required to be performed under this Agreemen The Consultant further covenants that, in the performance of this Agreemen';, no persons having any such interest shall be employed. 15. Notices. All notices herein required shall be in writing, and shall be delivered in persor 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 ~otices required to be given to Consultant shall be addressed as follows: Roger Foott Associates, Inc. 94 Natoma Street, 4th Floor San Francisco, CA. 94105 IN WI!'NESS WHEREOF, the parties have caused this Agreement to be executed by their uly authorized representatives. CITY OF SOUTH SAN FRANCISCO ATTEST: Mayor Ci' APPROVED A~ Ci Clerk TO FORM: ty Attorney -5- ROGER FOOTT ASSOCIATES, INC. By By