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HomeMy WebLinkAbout03/18/2003, C4 - AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND ROBERT S. VESSELY FOR PREPARATION OF CONSTRUCTION council j acenaa uepont C I T Y OF SAN LUIS OBISPO FROM: Wendy George,ACRO 01 Prepared By: Betsy Kiser, Principal Administrative Analyst SUBJECT: AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND ROBERT S. VESSELY FOR PREPARATION OF CONSTRUCTION DOCUMENTS FOR STRUCTURAL REHABILITATION OF RODRIGUEZ ADOBE CAO RECOMMENDATION Approve the sole source Agreement between the City of San Luis Obispo and Robert S. Vessely for preparation of construction documents for structural rehabilitation of the Rodriguez Adobe and authorize the Mayor to sign. DISCUSSION Background Since 1997, the City of San Luis Obispo has had a Community Partnership agreement with The Friends of Las Casas de Adobes (FOCA) for rehabilitation of three of the City's four historical adobes. In return for funding from Community Development Block Grants, developer contributions and a City match, FOCA hired a consultant to prepare a Condition Assessment and Preliminary Rehabilitation Study and complete working drawings suitable for bidding. The Condition Assessment and Preliminary Rehabilitation Study was completed in 1998 and the consultant began the working drawings in April 1999. Over the next eighteen months, FOCA and the consultant exchanged information that should have resulted in a set of biddable plans for the three adobes. Instead, it resulted in frustration for FOCA when they realized that the consultant might not be capable of producing the documents contracted for. FOCA came to the City in October 2001 and requested assistance that would either move the project forward or terminate the contract. For the next fourteen months, FOCA and City staff from Building, Administration and the City Attorney's office attempted to resolve issues with the consultant critical to the completion of biddable working drawings. When all attempts failed, FOCA (working with the City Attorney) terminated the contract in September 2002. In return for a partial final payment the consultant provided FOCA with CAD discs of the work completed to date, which contained unfinished construction drawings and construction specifications for the three adobes. FOCA, in turn, asked the City to assume responsibility of the CDBG funding and complete the plans so the adobes could ultimately be renovated. G:\Staff\Kiser\Community PartnershipsTriends of Casa de Adobes\Vessely Agreement CAR 203.doc CN- t y Council Agenda Report—Agreement with Vessely for Construction Documents for Rodriguez. Adobe Page 2 Contract with Robert S. Vessely To move the adobe restorations forward and fulfill the requirements of the CDBG contract, the City must develop working documents that can be approved by the building devision and are biddable by contractors interested in the work. Staff is recommending a sole source agreement with Robert S. Vessely to finish the documents for Rodriguez Adobe. Because of the problems with the past consultant, funds remaining in the grant are sufficient to complete plans for only one adobe. The Rodriguez Adobe was selected for completion because of its high neighborhood profile and because CDBG funding exists from the 2001 cycle and developer fees to specifically do the restoration work on Rodriguez. Bob Vessely has been recommended as sole source consultant for this project because he is local, extremely familiar with adobe construction, involved on a local and regional level with historical preservation activities and has extensive knowledge of the three City adobes. Mr. Vessely is a founding member of FOCA and provided the structural design for the Dana Adobe in Nipomo. (See Attachment 1 for resume.) Also, Mr. Vessely can begin work on the documents immediately. CONCURRENCES Staff met with FOCA at their board meeting on February 18, 2003 and they are in support of the recommendation. FISCAL IMPACT $30,500 currently remains of the CDBG funding allocated for this project. The agreement with Mr. Vessely is not to exceed$20,000. ALTERNATIVES City Council could require a competitive bid process for the preparation of the construction documents. Staff does not recommend this due to the time already spent on the project and the desire of the neighborhood to have Rodriguez Adobe completed. Additionally, until biddable documents are available, the 2000 CDBG funds allocated specifically for construction on Rodriguez can not be spent. There is pressure from the Federal Government to spend these funds down as quickly as possible. Finally, Robert S. Vessely is uniquely qualified to perform the work and because he is local, staff will be able to access him throughout the construction phase when questions and issues arise. ATTACHMENTS 1. Robert S. Vessely resume 2. Agreement r OB RT s - ATTACHMENT I WrESSISELY CIVIL & STRUCTURAL E N G I N E E R I N G 743 Pa*.5t.,Suite B 5a1 Luis Obispo,CA 93401 805/541-2003 Robert S.Vessely, PE LICENSES Registered Civil Engineer California#29799 since July, 1978 Nevada#5061 since May, 1979 EDUCATION California State Polytechnic University San Luis Obispo, California Master of Civil Engineering-June, 1995 Bachelor of Architecture-March, 1973 with Honors EXPERIENCE Robert S.Vessely Civil and Structural Engineering San Luis Obispo, California Tenn: Continuously since February, 1981 Structural engineering work has included new residential buildings, small commercial buildings, remodels, rehabilitations and restorations of historic structures. Civil projects include grading and drainage design. MDW, Inc.,Architecture, Planning and Engineering San Luis Obispo, California Term: May, 1977 through August, 1980 City of San Luis Obispo City Engineer's Office Term: June 1970 through April, 1977 ATTACHMENT `t Robert S.Vessel Civil and Structural ErMliveerIM PROFESSIONAL AFFILIATIONS AND ACTIVITIES • American Society of Civil Engineers. Board of Directors of the San Luis Obispo Branch, 1990-1992. • San Luis Obispo Chamber of Commerce Seismic Task Force, 1992-present Technical Subcommittee Chairman. • Earthquake Engineering Research Institute, member. • International Conference of Building Officials, member. • National Trust for Historic Preservation, member. • 'International Conference on Earthquake Countermeasures", Beijing, China 1988. • 'Restoring Historic Adobe California", Santa Barbara Trust for Historic Preservation, July 1993. • California Office of Emergency Services Disaster Team,Assessment of structural damage. -Monterey County following the Loma Prieta Earthquake, October 17, 1989. -Los Angeles County following the Northridge Earthquake, January 17, 1994. PROFESSIONAL AWARDS • American Society of Civil Engineers, San Luis Obispo Branch, Civil Engineer of the Year, 1996. • American Society of Civil Engineers, Certificate of Appreciation, 1992 and 1996. • California Polytechnic State University, Partnerin Engineering Education, 1994. • Obispo Beautiful Association, Award of Commendation, Historic Preservation, Railroad Water Tower, 1999. COMMUNITY PROJECTS • Point San Luis Lightstation, Board of Directors, Chairman, 1998&99. Authored an article`Case Study, Point San Luis Lighthouse Keepers°now published in Historic Lighthouse Preservation Handbook, 1997, U.S. Department of the Interior, National Park Service, Historic Preservation Training Center, Frederick, MD. • Friends of Las Cases De Adobe, President of Board, 1997. • California Polytechnic State University, San Luis Obispo.Volunteer lecturer and class coordinator for .senior level Gass entitled`Professional Practice°. U'"r• —t e ATTACHMENT ftbWs Veswily cwu OW sa>«wrW ftkwerft REPRESENTATIVE PROJECTS • Pismo Beach Veteran's Memorial Building, Pismo Beach. City of Pismo Beach, owner. Seismic rehabilitation design. • Dana Adobe Restoration, Nipomo. Dana Adobe Nipomo Amigos, owners. Structural design. + Octagon Barn Restoration, San Luis Obispo, Land Conservancy of San Luis Obispo County, owner. Structural design. • Bernhardt Residence,Avila Beach. Lou louver,Architect. Structural design.. • Paso Robles Youth Art Center, Paso Robles. Lou Kluver,Architect.Structural design. • Montgomery Residence,Avila Beach.Vic Montgomery,Architect Structural design. • Apple Farm Inn, San Luis Obispo. Greg Wilhelm,Architect. Grading and drainage design. • Clark Residence, San Luis Obispo. Walter Clark, owner: Flood plane analysis. Arroyo Grande Parkin_g Lot City of Arroyo Grande, owner. Parking lot design and construction documents. • Cold Canyon Landfill Entrance Remodel San Luis Garbage Co., owner. Retaining wall design. • PG&E Service Facilities. Pacific Gas&Electric, owner. Buelton Service Center. Structural design. Morro Bay Telecommunication Building. Structural support for new building. Santa Maria Service Center. Structural design for remodel of ebsbng facility. • Harford Pier Cold Storage and Office Building, Avila Beach. RRM Design Group, architects. Structural design of new building at Old Port pier. e Casa Antigua, McLaughlin Residence,Antigua, Guatemala. Bruce Fraser, AIA. Structural design for restoration. • City of San Luis Obispo Recreation Office Building. Bruce Fraser, AIA Structural design for new building. • Unreinforced masonry(URM)building analysis and retrofit projects. More than 25 buildings including the Old Fire Station in Oceano;the Laird Building, San Luis Obispo;the I.O.O.F. Hall,Arroyo Grande; San Luis Hotel; San Luis Obispo; Penelope's, San Luis Obispo; Springfield Baptist Church, San Luis Obispo. off,� L ATTACHMENT :6 Robert S.Vess* Civil and StrWbrel Embmft REPRESENTATIVE PROJECTS -CONTINUED • Housing Study of the Downtown area of San Luis Obispo. Commissioned by the Housing Authority of San Luis Obispo.A structural analysis of the building stock in the downtown area with an eye towards retrofit • Pollard&Cossa Insurance Building, Santa Maria. Frank Seiple, Architect Structural design of a new building. • San Luis Obispo County-City Credit Union, San Luis Obispo. Martin and Steele Architects. Structural design of a new building. • Cuesta College Auditorium(ca. 1941), San Luis Obispo. Cuesta College, client Fre damage repairs &seismic reh of • Sweet Springs Footbridges, Los Osos. Commissioned by the Audubon Society. Structural design. • Calvary Lutheran Church Fellowship Hall, Morro Bay. Martin and Steele Architects. Structural design. • Santa Barbara County Jury Building Remodel, Santa Maria. Frank Seiple,Architect. Structural design. • Marian Medical Center Addition and Remodel, Santa Maria. Marian Medical Center, owners. Plant boiler system exhaust supports. Telephone equipment support and seismic bracing. Emergency generator support and seismic bracing. Deiontzed water, nitrogen and nitrous o)ade tank seismic bracing. ICU and CCU equipment and cabinetry support and seismic bracing. Radiology equipment support and seismic bracing. Computer and data distribution system bracing. • Tiber Residence, San Luis Obispo. Randy Dettmer,Architect. Structural design. • Ruggles Residence;San Luis Obispo. Bruce Fraser,AIA. Structural design. • Mullaney Residence, Nipomo. Bruce Fraser,AIA. Structural design. • Biskner Residence Remodel, Santa Barbara.Michael Biskner,architect Structural design. ORWEYo AM.doo ATTACHMENT 2 AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , by and between the CITY OF SAN LUIS OBISPO, a municipal corporation,hereinafter referred to as City,and ROBERT S.VESSELY,hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City needs to have construction documents for the structural rehabilitation of the Rodriguez Adobe on Purple Sage Lane; and WHEREAS, Contractor is qualified to perform this type of service and has submitted a proposal to do so which has been accepted by City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as fust written above,until acceptance or completion of said services. 2. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Contractor shall receive therefor compensation in a total sum not to exceed$20,000 plus reimbursable expenses incurred in conjunction with the services. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as set forth in Exhibit A attached hereto and incorporated into this Agreement. Contractor further agrees to the contract performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Administrative Officer of the City. 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. ATTACHMENT 2 Agreement Page 2 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401 Contractor Robert S.Vessely Civil and Structural Engineering 743 Pacific Street,Suite B San Luis Obispo,CA 93401 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO,A Municipal Corporation By: Lee Price,City Clerk David F.Romero,Mayor APPROVED AS TO FORM: CONTRACTOR By: Gil Trujillo,Actin City Attorney Robert S. Vessely IF/. -,ROBERTS- LV E S S ELY , OBERTSVESSELY CIVIL & STRUCTURAL E N G I N E E R I N G 143 Padlic St.,Suite B San W¢Obispo, (A 93401 805/541-2003 February 6, 2003 Ms. Elisabeth K DeJamette Assistant to the City Administrative Officer City of San Luis Obispo 990 Palm Street San Luis Obispo, California 93401 RE: Rodriguez Adobe Ms. DeJamette, I offer this proposal for preparing the construction documents for the structural rehabilitation of the Rodriguez Adobe on Purple Sage Lane and I look forward to being of service. Based on our recent discussions, I understand that the City intends to complete the structural portions of the rehabilitation, to provide a secure and stable shell and to have utility services connected to the building. No fixtures or interior improvements are proposed to be installed at this time other than security lights. I understand also that, using the construction documents,the Public Works Department will solicit bids and administer the construction process. I propose to provide the following: 2 Constrlural daY�rawings which ilding p srose to ow c6mpliance with the applicable codes. s through the Building'Department to the point where a building permit can be issued. 3 Technical specifications in the CSI format The drawings will include a minimal grading and drainage plan, the location and details of the utility connections to the building and the layout of security lighting.This proposal does not include any construction administration. I understand that the City staff will have a landscape plan prepared and that the City will provide the bid documents and Division 1 of the specifications,the general and special conditions. I propose to provide this scope of work for the sum of$20,000.00.Work outside of this scope including, but not limited to revisions requested by the client will be billed on an hourly basis at the rate of$85.00 per hour. Reimbursable expenses incurred in conjunction with my services will be charged to the client Reimbursable expenses may include printing, copying, agency fees, long distance telephone or other costs not directly related to the production of our work. Progress billings,on the basis of time spent on the project will be sent monthly and the balance of the fee will be due upon delivery of the construction documents with a building permit ready to pick up. Our relationship, for the purposes of this work and our responsibilities to each other are more fully set forth in the TERMS AND CONDITIONS OF AGREEMENT which are a part ofthis proposal. I understand that you will prepare a contract between us. This proposal is open through March 28, 2003. Once again,thank you for this opportunity. . � Exhl6 �t A Ms.Elizabeth DeJamette City of San Luis Obispo February 6,2103 Page 2 Sinocer�el/y, ��l� r Robert S.Vly, P.E. Registered Ofessional Engineer#29799 Enol. C:oFRCEvm�DOC fir( � Exhibjj ► OBERT S. - ESSELY 73�`U-�`' �1 tsis Obism fa sol CIVIL h STRVCTVRAI 83541-20E N G'1 N E E R I N G TERMS AND CONDITIONS OF AGREEMENT ThisAttaehmententitlexlTermsand Conditions ofAgroemcat,together of the•ENGiNEER'S WORK specified by the AGREEMENT,the with-the accepted proposal,and other attachments if any,to which it CLIENT agrees to pay the ENGINEER in accordance with the rales, is attached,constitute the AGREEMENT between the CLIENT and foes and provisions as established by the AGREEMENT. ENG_ WEER. REIMBURSABLE EXPENSES The attached proposal shall be called the PROPOSAL. TheCLiENTshall reimburseftENGiNEER forincidentalezpenses The AGREEMENT represents the entire agreement for the incurred by the ENGINEER. Incidental•expenses include actual ENGINEER'S WORK between the ENGINEER and the CLIENT expenditures made by the ENGINEER and the ENGINEER's and supersedes all prior negotiations,reprexantatio»s or agreements, . employees.and consultants in the interest of the Pmjext.incidental either written or oral. expensesmay include,but amnot limited to.expenseofreproduction, postageand handfrngofdraWmgs,specifrcationsandotherdo=ncnts; The AGREEMENT may be amended only by written.instrument expense of FAX charges and long distance communications; travel signed by both the ENGINEER and the CLIENT. expenses forworkoutsideof San Luis Obispo Countyifauthorizedby CUENTinadvanee;fees paid to authorities having jurisdietionover CLIENT the Project;expense of overtime work requiring higher thaw regular The owner,contractor,architect or other person(s)contracting rates if authorized by CLIENT in advance. by thisAGREEMENTvwith the ENGiNEER;shalibecallcdCUENT. FEES AND PAYMENTS ENGINEER The firm,Robert S.Vessely,Civil Engineering,contracting by this Invoices for services performed additional services,and reimburs- AGREEMENT shall be called ENGINEER. able expenses shall be presented to the CLIENT in a timely manner. if the CLIENT believes that an invoice isineommthe CLIFN shah ENGINMIS.WORK review the matter with the ENGINEER and confirm,in writing to the Those services proposed by the ENGINEER and agreed-to by the ENGINEER within ten days after the invoice date,the CLIENT's CLiWrinthePROPOSALshailbecallc.d heENGINEER'SWORIC. understanding of the issue. 'CLdENT!S RESPONSIBILITIES A rCtainer received from the CLIENT shall be applied to the final billing when the project has been completed The CLIENTshall,with reasonable promptnest,•provide all available information necessary for the ENGINEER'S WORK. The CLIENT understands that full payment will be due upon receipt of Invoice and the CLIENT agrees to pay in full promptly.A service The CLIENT shall consult with the ENGINEER before issuing charge at the annual tate of I S%will be added to balance not paid ' interpretations or clarifications of the ENGINEER'S WORK and within 60 days after the invoice date. shall request the recommendation of the ENGINEER before acting upon shop drawings,product data,samples or other submissions of A processing Tec of$1.5.00 will be charged to theC DENT fora chec k the Contractor,or upon change orders affecting the ENGINEER'S payable to the Engineer;xhich is dishonored for any reason. WORK. ENGINEER'S RESPONSIBILITIES Appropriate lien notices will be routinely filed and served. ENCEIVIENT AND CONTINUATION OF WORK The ENGINEER'S WORK shall be performed in character,sexlucnce and draingsothat itwill beeoordinatedwith the work oftheCUENT The ENGINEER'S WORK shall commence upon mociptfrom the and other consultants for the Project CLIENT of the retainer(when specified)and a signed copy of the AGREEMENT.it is understood that the terms and conditions of the The ENGINEER shall recommend that the CLIENT obtain such AGREEMENT arc subject to revision if acceptance of the investigations,surveys,tests,annalysisandreportsasawybcnceessary AGREEMENT is delayed beyond the date noted'inthe PROPOSAL for the proper execution of the ENGINEER'S WORK. Except as specified by the AGREEMENT;the ENGINEER shall not have any if there arc protracted delays once the ENGiNEER's WORK has dudes orresponsibilities nor beliable For any other part offtProjeex. commenced for reasons beyond the ENGINEER's control the ADDITIONAL SERVICES ENGiNEER shall bc,entitled to an equitable adjustment of the compensation, taking into consideration the impact of such delay including but not limited to changes in price indices and pay scales if the ENGINEER is requested by the CLIENT to perform services applicable to theperiod when services aro in fact being rendered and necessary forchangesordcralbythe CLIENT.ortoexpand Onscope the fact that it usually requires additional time for the Engineer to � ^( f again review the project before resuming work. OTHER PROVISIONS OWNERSHIP AND USE OF DOCUMENTS This AGREEMENT shall be governed by the laws of the State of California. In the event of arbitration orother legal action,the venue The ENGINEER shall maintain ownership of all Plans.Drawings, shall be San Luis Obispo County and the prevailing party shall be Calculations.Specifications and other documents developed for the entitled to recover its reasonableattorney fees,expenses,and costs,as project The CLIENT shall be permitted to retail copies of these incurred. documents for their information and references.The Plans,Drawings, Calculations and Specifications shall net be used by the CLIENT on If any portion of this AGREEMENT shall be held to be invalid or other projects,or for completion of this Project by others,except by uncnfo=:bbleforanyroasonft=nainingprovWonsattanconanue agreement in writing and with appropriate compensation to the to bo valid and enforceable. ifa court finds that any provision of this ENGINEER. AGREEMENT is invalid or unenforceable,but that by limiting such provisions,it would bocome valid and enforceable,then such provision The-CLIENT shall not make changes to the Plans. Drawings, shall be deemed to be written,construe!,and enforced as so limited. Calculations, or Specifications*without written permission of the ENGINEER. LIMITATION OF LIABILITY TERM NA7MN OF AGREEMENT TOTHEFULLFSfEXTIENTPERMrrMBYIAW,THE7MAL LIABILITY. IN THE AGGREGATE, OF ENGINEER AND The obligation.to provide further services under the AGREEMENT ENGINEER'SOFFICERS,DIRECTORS,EMPLOYEES.AGEN•t'S may be terminated by either party upon 10 days written notice in the AND INDEPENDENT PROFESSIONAL ASSOCIATES AND evemof=bstandalfailumbythcotherpmtytoperformieaceo:dance CONSULTANTS, AND ANY-.OF THEM,.TO CLIENT AND with the terns thereof through no fault of the terminating party.All ANYONE CLAIMING BY, THROUGH OR UNDER CLIENT', current charges become due upon termination. FOR ANY AND ALL INJURIES,CLAIMS,LOSSES,EXPENSES OR DAMAGES WHATSOEVER ARISING OUTOF OR IN ANY SUCCF_SSORS AND ASSIGNS 'WAY RELATED TO ENGINEER'S SERVICES.-MM PROJECT OR THIS AGREEMENT FROM ANY CAUSE OR CAUSES The terms.conditions.and provisions of the AgrecmcnishaliWind and WHATSOEVER. INCLUDING BUT NOT LIMITED TO THE butcfittheENGINEER,the CLIENT.and their r+espoctivesuooessors, NEGLIGENCE.ERRORS,OMISSIONS,STRICTIJABILiTYOR assips and Icgal representatives. Neither the CLIENT nor the BREACH OF CONTRACT OF ENGINEER OR ENGINEER'S ENGINERtshall assign ortransfer aninterest inthe AGREEMENT OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR without the written conscatofthoother. INDEPENDENT PROFESSIONAL ASSOCIATES OR CONSULTANTS, OR ANY OF THEM,SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED BY:ENGINEER `.UNDER THIS AGREEMENT.OR THE TOTAL AMOUNT OF $1.000.00.WHICHEVER IS GREATER. The CLIENT and the ENGINEER by signing the PROPOSAL, agree to these TERMS AND CONDITIONS OF AGREEMENT.the LIMITATION OF LIABILITY,the PROPOSAL,and other attachments,if any. PROJECT DESCRIPTION: y / tow- I 1 ENGINEER'S JOB NAME: �j 2 Add .J Lt �1 Revisal September 15,1993 �� t 2- Exhibit B CONTRACT PERFORMANCE TERMS 1. Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling(805) 781-7134. 2. Ability to Perform. Contractor warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder incompliance with any and all federal, state, county, city, and special district laws,ordinances, and regulations. 3. Laws to be Observed. Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences,temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 8. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub-contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non-Discrimination. In the performance of this work,Contractor agrees that it will not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the G-F• t 3 Exhibit B:Contract Performance Terms Page B-2 time of completion may, at the City's sole option,be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished; if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub-contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that,in the performance of the work hereunder,Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same;provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant." For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault-free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990- 1999, including leap years, will be correctly processed in any level of computer hardware or software, including,but not limited to, microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability, otherwise provided by the Contractor. Upon request by the City,the Contractor will provide the City with a description of its Year 2000 compliance strategy,or statement of why this is not relevant to contract performance. o*4 E)Liv t Exhibit B:Contract Performance Terms Page B-3 18. Contract Assignment. Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 19. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have any further duties, obligations,responsibilities or rights under the contract. In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work- in-progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 22. Copies of Reports and Information. If the City requests additional copies of reports;drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 23. Required Deliverable Products. Contractor will provide: a. Three copies of the final report that addresses all elements of the workscope. Any documents or materials provided by Contractor will be reviewed by City staff and,where necessary, Contractor will respond to staff comments and make such changes as deemed appropriate. C��1� 6b Fxhibit B:Contract Performance Terms Page B-4 b. One camera-ready original, unbound, each page printed on only one side, including any original graphics in place and scaled to size,ready for reproduction. C. When computers have been used to produce materials submitted to the City as a part of the workscope, Contractor must provide the corresponding computer files to the City, compatible with the following programs whenever possible: • Word Processing Word • Spreadsheets Excel • Desktop Publishing Coreldraw, Pagemaker • Computer Aided Drafting(CAD) AutoCad Computer files must be on 31/211, high-density, write-protected diskettes, formatted for use on IBM-compatible systems. Each diskette must be clearly labeled and have a printed copy of the directory. 24. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor at up to three public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. 25. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives,employees or sub-contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. �W�h it 6 Exhibit B:Contract Performance Terms Page B-5 C. Deductibles and self-insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain,or be endorsed to contain, the following provisions: • The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees,agents or volunteers. • For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers; officials, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials,employees,agents or volunteers. • Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail,return receipt requested,has been given to the City. C. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. � �`C ' 1`7