HomeMy WebLinkAboutReso 36-1988RESOLUTION NO. 36-88
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCOI STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING EXECUTION OF A
CIVIL ENGINEERING CONSULTANT SERVICES
AGREEMENT WITH WILSEY & HAM FOR 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
(Terrabay)" between the City of South San Francisco and Wilsey & Ham 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 the 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
None
None
Councilmember Richard A. Haffey
~WATTEST:
City Clerk
l)) [ T
EXHIBIT I TO RESOLUTION NO. 36-88
CIVIL ENGINEERING
CONSULTANT SERVICES AGREEMENT
(TERRABAY)
THIS AGREEMENT dated
March 23
, 1988, is by and between the City of
South San Francisco (hereinafter "City") and
WILSEY & HAM
(hereinafter "Consultant"), who agree as follows:
1. Services.
Subject to the terms and conditions set forth in this Agreement,
Consultan~ shall provide to City the services described in Exhibit "A",
attached and incorporated.
2. Compensati on.
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 ~nd incorporated. 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 services to City in the
manner specified in Exhibit "B."
3. 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. Te"m.
This Agreement shall be effective as of the date of this Agreement and
shall continue in effect until unless sooner terminated as
provided i~ Paragraph 11 herein.
5. Ownership of Documents.
C~ty shall have full and complete access to Consultant's working papers,
drawings a~d other documents during progress of the work. All plans, drawings
and other documents of any description prepared by Consultant shall become the
property o~ 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."
()) 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 injury, personal injury and property damage.
(c) 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.
(d) Professional Liability Insurance:
Consultant shall take out and maintain during the life of this
Agreement ~ professional liability insurance policy in the amount of at lea~st
ONE MILLION DOLLARS ($1,000,000.00).
(e) It is agreed that the insurance required by Subsections (b) and (c)
shall be ir 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 coveraEe shall contain no special limitations on the scope of protection
afforded t~ 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.
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"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) which arises out of or is in any way connected with the negligent act,
error or o~ission of Consultant or its agents, subcontractors or employees in
connection with the performance of the work defined herein.
()) City shall indemnify, hold harmless and, at Consultant's request
defend Consultant, its employees, agents and officers from and against all
claims, de~ands, 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 omissions 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 and Consultant, its officers, agents, employees, contractors or
subcontraccors, 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 from 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.
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10. Termination of Agreement for Cause.
If~ through any cause~ the Consultant shall fail to fulfill in a timely
and prope- manner obligations under this Agreement, or if the Consultant shall
violate a~y 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 15) 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 the-eupon 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 Ci-~, and the Consultant shall be entitled to receive just and equitable
compensat"on for any work completed on such documents and other materials,
including costs of preparing such documents and files for delivery and delivery
to the Ci-~ on the basis of the Consultant's fee schedule.
11. -ermination 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 1 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.
la) The services shall be provided City as set forth herein by
Consultant as an independent contractor as defined in Labor Code Section 33'53,
under the general 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 o~ employee of City while providing the services, and Consultant shall
be entitled 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
independenc contractor.
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14.
not acqu
or degre
Agreemen
Agreemen
15.
in perso)
nterest of Consultant.
The Consultant covenants that he presently has no interest and shall
re any interest, direct or indirect, that would conflict in any manner
with the performance of services required to be performed under this
The Consultant further covenants that, in the performance of this
:, no persons having any such interest shall be employed.
Notices.
All notices herein required shall be in writing, and shall be delivered
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
qotices required to be given to Consultant shall be addressed as follows:
Wilsey & Ham
1035 East Hillsdale Blvd.
Foster City, CA 94404
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
CITY OF SOUTH SAN FRANCISCO
ATTEST:
APPROVED AJ
City Clerk
TO FORM:
City Attorney
1 I
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Mayor
WILSEY & HAM
By
By