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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. -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) 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. -3- 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. -4- 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 -5- Mayor WILSEY & HAM By By