HomeMy WebLinkAbout04/16/2002, B 4 - CONTRACT WITH HARRIS & ASSOCIATES FOR CONSTRUCTION MANAGEMENT SERVICES FOR PALM-MORRO PARKING STRUC •
council 11«1D
acEnoa Report
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C I T Y OF SAN LUIS O B I S P O
FROM: Wendy George, Assistant City Administrative Officer
Prepared By: Shelly Stanwyck, Economic Development Manager' 614
SUBJECT: CONTRACT WITH HARRIS & ASSOCIATES FOR CONSTRUCTION
MANAGEMENT SERVICES FOR PALM-MORRO PARKING
STRUCTURE/OFFICE PROJECT
CAO RECOMMENDATION
1. Approve an agreement with Harris & Associates in an amount not to exceed $296,920.00 to
provide construction management services to the City for the Pahn-Morro Parking
Structure/Office project.
2. Appropriate $296,920.00 from the unreserved Parking Fund working capital balance to farad
this work.
DISCUSSION
Background
On December 11, 2001, the Council approved an Amended Memorandum of Understanding
(Amended MOU) between the City and Chinatown-Court Street Partners, LLC (the Copelands).
The Amended MOU provides the framework for those property transactions necessary to
facilitate the redevelopment of several downtown properties. The Court Street surface parking
lot would be developed by the Copelands into a mixed-use project of retail, restaurant and office
uses. The predominately private parking area between Palm and Morro Streets would be
developed into a mixed-use parking and office structure with four levels of parking and one level
of office space on the ground floor at Palm Street.
On December 12, 2001, the development review process for the projects at both sites began with
the filing of an application with the City. The following City advisory bodies have conducted
conceptual reviews of these projects:
1. Architectural Review Committee, January 22, 2002
2. Planning Commission,February 13, 2002
3. Cultural Heritage Committee, February 25, 2002
4. Tree Committee, March 25, 2002
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Council Agenda Report—Contract for Construction Management Services
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On March 12, 2002 a public scoping session for the Environmental Impact Report occurred. The
session was well attended by members of the public who identified areas that they would like
included in the environmental study.
Because of the complexity of these projects, and because of the timeline for development review,
established in the Amended MOU, staff has developed a coordinated effort for their processing.
Weekly meetings are held and attended by representatives from each the City departments
involved in the projects to discuss and review current and future issues.
Need for Construction Management
This project is unique since a private developer is constructing the Palm-Morro Parking
Structure/Office project (the Structure) that the City, as the eventual building owner, will
ultimately purchase pursuant to the Amended MOU. Staff strongly recommends that the City
have formal representation during the construction process to ensure that the completed structure
meets our quality standards. Large-scale construction projects, by their very nature, evolve and
change. Plans must be interpreted in the field and budgetary decisions made by the contractor.
While many major decisions made during construction typically do not result in deviations from
the desired end result, some can. To avoid issues of quality control and to provide the City with
assurances about the project, the City needs specialized representation during the construction of
the Structure.
Why Contract with Harris & Associates?
The City needs such specialized representation immediately. During the pre-construction and
development review phase of the project it is important to have specialized representation to help
the City establish the framework for ensuring future quality controls which will be memorialized
in a construction agreement. Once construction starts, the City will need assistance in specialty
inspections such as those for rebar installation and concrete analysis as well as with the
maintenance of the project's schedule through project controls.
The City is presently receiving some of these services for the Marsh Street Parking Structure
expansion from Harris & Associates. Public Works staff has been very satisfied with the level of
service provided by them. The positive experience we have had with Harris & Associates, the
immediacy of our need, and the unique experience that Harris & Associates has with the City
results in staffs conclusion that they are the best solution to our construction management needs.
Proposed Scope of Work and Duties
The proposed scope of work that Harris & Associates would provide to the City is outlined in
Exhibit A to the proposed Agreement (Attachment 1). The intent is to begin providing the City
with services immediately and continue through the acceptance of the completed Structure.
The following are highlights of the proposed services:
1. Pre-Construction
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Council Agenda Report—Contract for Construction Management Services
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a. Drafting the Construction Agreement between the City and the Copelands and
preparation of a Project Controls Report.
b. Review of construction plans to ensure they meet City's needs and expectations.
c. Preparation of a Master Schedule.
2. Construction Services
a. Communications assistance, including public relations, through a management
information system, notification and outreach, meeting attendance and so forth.
b. Provision of full-time special deputy inspections and quality control inspections to verify
work completed is in accordance with applicable codes and to the highest standards.
c. Guarding against construction defects and deficiencies.
d. Monitoring compliance with the Construction Agreement.
e. Assisting with wide ranging services from dispute resolutions to monitoring field-testing
services.
3. Final Acceptance and Closeout
a. Coordination of final inspection, reports,punch lists; and so forth.
FISCAL IMPACTS
Contract Costs
Hams and Associates have provided a time and cost estimate for their services. This is Exhibit B
to the proposed Agreement (Attachment 1). Harris & Associates has estimated it will cost up to
$296,920 for their specialized representation. In order to begin work immediately, we have
issued a Purchase Order (PO) to Hams& Associates in the amount of$15,000, the limit of the
CAO's approval. The PO cost is included in the Hams & Associates cost estimate. Also
included in that cost estimate is $191,900 for the resident deputy inspector. This is a specialized
inspector whose services, and mandatory inspections, are supplemental to the City's Building
Division duties. A portion of the expenses for specialty inspection is already included in the
Guaranteed Maximum Price for the Structure. It is anticipated that to the extent those costs are
included in the Guaranteed Maximum Price, the City and Copeland will work out the appropriate
crediting for these expenses. It is anticipated the range for crediting could be from $50,000 to
$100,000.
Contract Funding
Adequate resources are available in the unreserved balance of the Parking Fund to fund this work
and still retain working capital at policy levels. However, this cost is just one component of the
overall Structure cost. We plan to present the Council with a comprehensive funding program
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Council Agenda Report—Contract for Construction Management Services
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for the Structure as part of the Enterprise Fund fiscal reviews currently scheduled for May 21,
2002.
ATTACHMENT
Agreement with Harris &Associates
Q:\Council Agenda ReportsWpril 16 2002 Hams and Assoc_040802.doc
AGREEMENT
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THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day
of 2002, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation,
hereinafter referred tows City,and HARRIS&ASSOCIATES,hereinafter referred to as Contractor.
WITNESSETH:
WHEREAS, the City wants to contract for quality control and quality assurance services for the
construction of the Pahn/Morro Parldng/Office Structure.
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 first 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$340,500.00.
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 Exhibits A and B attached hereto and incorporated into this Agreement. Contractor further agrees to the
contract performance terms as set forth in Exhibit C 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 patties
hereto.
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 HARRIS&ASSOCIATES
James Guerrero
Vice President/Construction Manager
34 Executive Park,Suite 150
Irvine,CA 92614-4705
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 Mayor Allen Settle
APPROVED AS TO FORM: CONTRACTOR
By:
ff Jor nsen ty omey James Guerrero,Vice President
Harris&Associates
EXHIBIT A
CITY OF SAN LUIS OBISPO
PALM / MORRO PARKING/ OFFICE STRUCTURE PROJECT
SCOPE OF SERVICES
PROJECT DESCRIPTION:
Providing assistance to the City of San Luis Obispo in the review of the construction of Palm/Morro
Parking/Office Structure(the"Project")by the Copelands(Developer)to ensure quality control and
quality assurance.For preparation of this Scope of Services and Cost of Services,the following
information and assumptions were used.
• Project is being built by Developer with ownership being transferred to the City upon acceptance
of construction
• Construction duration will be assumed to be 12 months
• Project construction cost is approximately$10,000,000
• The Project Manager and Construction Manager will be assigned part-time or as required
• The Resident Deputy Inspector will be assigned full-time and as required
• Harris to provide the City with a Resident Deputy Inspector who is anticipated to replace
Developer's private Resident Deputy Inspector
• Work will be completed in normal single-shift 8-hour work days
• The present schedule is to begin construction in fall 2002, and complete work by fall 2003
SCOPE OF SERVICES
Harris&Associates shall provide services as outlined below:
1.0 PRE-CONSTRUCTION PHASE SERVICES
1.1 Meetings — Attend, participate in, and provide support to City staff in pre-construction
meetings related to the Project.
1.2 Construction Agreement and Developer Controls Assistance - Assist City staff in the
drafting of a Construction Agreement between the City and Developer that defines and
stipulates conditions for construction, the City's right of review, project controls, design
features, procedures for approving changes during construction, warranties, maintenance, and
transfer of ownership. Hams shall prepare a Project Controls Report to the City outlining
recommended stipulations that the City would pursue in agreement with the Developer.
1.3 Pre-Construction Plan Review - Perform plan review prior to construction to ensure that the
project meets the City's needs and expectations. HARRIS shall review the design documents
and make recommendations to ,the CITY and Design Professional as to acceptability for
construction relative to Project requirements.The recommendations resulting from such review
will be provided to the CITY in writing. In making reviews and recommendations as to design
documentation or design matters HARRIS shall not be responsible for providing nor will
HARRIS have control over the Project design, design requirements, design criteria or the
substance or contents of the design documents. By performing the reviews and making
recommendations described herein, HARRIS shall not be acting in a manner so as to assume
responsibility or liability, in whole or in part, for any aspect of the project design, design
requirements, design criteria or the substance or contents of the design documents. HARRIS'
actions in making such reviews and recommendations as provided herein are to be advisory
only to the CITY and to the Design Professional.
1.4 Consultant Services—HARRIS shall review and provide input to the CITY in the selection of
any required consultant deemed necessary by the CITY. Conduct, or assist in conducting, an
orientation during which the consultant shall receive information regarding Project, schedules,
costs and administrative requirements.
1.5 Master Schedule - HARRIS shall prepare a Master Schedule for each component of the
construction of the Project. The Master Schedule shall specify the proposed starting and
finishing dates for each component and the dates by which certain activities must be complete.
HARRIS shall submit the Master Schedule to the CITY for acceptance.
2.0 CONSTRUCTION PHASE SERVICES
2.1 Establish Project Management Information Systems - Develop a Management Information
System (MIS) to establish communication between the CITY, HARRIS, Developer, Design
Professional, contractor and other parties on the Project. In developing the MIS, HARRIS
shall interview the CITY's key personnel,the Design Professional and others to determine the
type of information for reporting, the reporting format and the desired frequency for
distribution of the various reports.
2.2 Project Meetings-Conduct periodic Project meetings attended by the CITY,Consultants and
others. Such meetings shall serve as a forum for the exchange of information concerning the
Project and the review of design progress. HARRIS shall prepare and distribute minutes of
these meetings to the CITY,Consultants and others.
2.3 Consultant Management—Monitor and manage other City consultants to confirm compliance
with Project requirements. HARRIS shall coordinate and expedite the flow of information
between the CITY,Consultants and others.
2.4 Quality_Control and Code Compliance - Monitor the Contractor's compliance with the
Project requirements. Perform full-time qualified Special/Deputy inspections and
QC/Compliance inspections to verify that the work is completed in accordance with Codes and
with the highest quality workmanship. HARRIS shall establish and implement a program to
monitor the quality of the construction. The purpose of the program shall be to assist in
guarding the CITY against defects and deficiency in the Work of the Contractors. HARRIS
shall reject Work and transmit to the CITY and Contractor a notice of nonconforming Work
when it is the opinion of HARRIS, CITY or Design.Professional that the Work does not
conform to the requirements of the Contract Documents. Except for minor variations,
HARRIS is not authorized to change, revoke,.alter; enlarge,relax or release any requirements
of the Contract Documents or to approve or accept any portion of the work not performed in
accordance with the Contract Documents. Communication between HARRIS and Contractor
with regard to Quality Review shall not in any way be construed as binding CITY or HARRIS
as releasing the Contractor from the fulfillment of any of the terms of his Contract Documents.
HARRIS will not be responsible for, nor does HARRIS control, the means, methods,
techniques, sequences and procedures of construction for the Project. It is understood that
HARRIS' action in providing Quality Review as stated herein is a service to the CITY and by
performing as provided herein, HARRIS is not acting in a manner so as to assume
responsibility or liability,in whole or in part,for all or any part of the construction work for the
Project. No action taken by HARRIS shall relieve any or all of the Contractors from their
obligation to perform their work in strict conformity with the Contract Documents and in strict
conformity with all other applicable laws,rules and regulations.
2.5 Ouality Assurance - Monitor the Contractor's compliance with the Project construction
agreement. Implement system of project management and project controls to be able to verify
and follow-up on all construction related issues including: design concerns, building & safety
inspections,material testing and reporting,and any other problems identified.
2.6 Financial System Review - Review project accounting systems and determine any
modifications that may be required to comply with the specific needs of the program.
2.7 Coordinate City Acceptance Reviews - Coordinate with City's Project Acceptance Task
Force to review the work, coordinate corrections deemed necessary, and facilitate the final
acceptance by the City.
2.8 Public Awareness Program - Develop and implement a program to notify and explain the
project to local residents,businesses and others that may be affected. Assist in the preparation
of all press releases and official notices. Act as liaison and provide public outreach to
encourage good will toward the project.
2.9 Construction Administration Monitoring Monitor and verify that the project. is being
properly managed and administered. provide and maintain a part-time manager on the Project
site to provide and monitor contract administration as an agent of the CITY. HARRIS shall
establish and implement coordination and communication procedures among CITY,HARRIS,
Developer, Design Professional and Contractors. Establish and implement procedures for
reviewing and processing request for clarifications and interpretations of the Contract
Documents; shop drawings, samples and other submittals; contract schedule adjustments;
change order proposals; written proposals for substitutions; and the maintenance of logs.
2.10 Claims and Dispute Resolution - Establish protocols for dealing with disputes on the project.
Implement dispute resolution process to help avoid the project being disrupted, delayed, or
defaulted due to a lawsuit or claim between parties.
2.11 Reports - Prepare any reports that may be required during the construction phase. Prepare
monthly reports to CITY.
2.12 Permits. Bonds and Insurance - HARRIS shall verify that the required permits, bonds and
insurance, have been obtained. Such action by HARRIS shall not relieve the Contractor of its
responsibility to comply with the provisions of the Contract Documents.
2.13 Review of Requests for Information Shop Drawings Samples & Other Submittals -
HARRIS shall review the Contractors' requests for information, shop drawings, samples and
other submittals to determine the anticipated effect on compliance with the Project
requirements. HARRIS shall receive from the Design Professional all information resulting
from its review and shall verify compliance with the Project requirements.
2.14 Change Order Monitoring Establish, implement and coordinate systems for reviewing all
contract change orders to verify compliance with the Project requirements. HARRIS shall
periodically prepare and distribute Change Order Reports during the Contraction Phase. The
Report shall list all CITY -approved change orders by number, a brief description of the
change order work, the cost established in the change order and percent of completion of the
change order work.
2.15 Contractor's Construction Schedule - HARRIS shall review Developer's Construction
Schedule and shall verify that the schedule is maintained.
2.16 Progress Payments - HARRIS shall review the payment applications submitted by each
Contractor and determine whether the amount requested reflects the progress of the
Contractor's work.
2.17 Photographs-Provide photographicdocumentation of project site prior to and during
construction.
2.18 Verify and Maintain "As-Built" Drawings-Maintain one set of contract documents with up-
to-date information regarding all addendum, substitutions, clarifications and change orders.
Verify Contractor as-built drawing accuracy.
2.19 Verify and Monitor Off-site Inspection Services - Schedule and coordinate all off-site
inspection services provided by others under separate CITY Service Agreement.
2.20 Verify and Monitor Field Testing Services-Schedule and coordinate all field testing services
provided by others as deemed necessary by the CITY.
2.21 Verify and Monitor Laboratory Testing Services - Schedule and manage all laboratory
testing services provided by others as deemed necessary by the CITY.
2.22 Coordination of Other Independent Consultants-Technical inspection and testing provided
by others shall be coordinated by HARRIS. HARRIS shall receive a copy of all inspection
and testing reports on the day of the inspection or test.
2.23 Off-site Inspection - Provide inspection as requested and as included in budgets at off-site
locations to verify compliance with contract documents.
2.24 Contractor's Safety Program - HARRIS shall review Contractor's safety program during
Construction to verify general compliance with applicable legal requirements and OSHA
regulations. HARRIS shall not be responsible for any Contractor's implementation of or
compliance with its safety programs or for initiating, maintaining, monitoring or supervising
the implementation of such programs or the procedures and precautions associated therewith,
or for the coordination of any of the above with the other prime Contractors performing the
work at thesite. HARRIS shall not be responsible for the adequacy or completeness of any
Contractor's safety programs, procedures or precautions. HARRIS will notify Contractor of
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safety problems. Direct Contractor to suspend work if imminent hazard is not immediately
remedied or a dangerous condition persists. HARRIS will investigate all accidents. Gather all
information relating to any accidents. Conduct a "committee" investigation if deemed
necessary. Prepare accident reports.
2.25 Traffic Control and Public Safety -Review and monitor all traffic control and public safety
plans for compliance with all safety laws and regulations. Review all detour, lane closures,
temporary access, signing, delineation and traffic control plans. Report deficiencies to
contractor.
2.26 Overtime Field Inspection-Provide overtime field inspection services as authorized.
3.0 FINAL ACCEPTANCE/CLOSEOUT SERVICES
3.1 Meetings - Conduct and coordinate meetings with CITY related to project completion.
Prepare meeting notices and prepare and distribute meeting minutes.
3.2 Reports - Prepare and reports that may be required during the final acceptance and project
closeout.
3.3 Final Inspection and Punchlist - Provide final inspection and prepare list of project
construction deficiencies for resolution by Contractor..
3.4 Construction Aavroval/Acceptance - Coordinate with City's Project Acceptance Task Force
to review the work,coordinate corrections deemed necessary,and facilitate the final acceptance
by the City.Make recommendations to owner regarding final project approval and acceptance.
3.5 Occupancy Assistance - Assist CITY in preparing plan for move-in and occupancy. Assist
CITY in implementing move-in and occupancy plan.
3.6 Warranty Coordination - Assist CITY during project warranty period if corrective work is
required.
3.7 Project Closeout- Prepare all documentation needed for project closeout. Deliver all project
documentation to CITY.
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Exhibit C
CONTRACT PERFORMANCE TERMS
4 _
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 cant' out and
complete the work hereunder in compliance 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 which
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 isinjured
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
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. 13
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Exhibit C:Contract Performance Terms Page A-2
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 f imish 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 wan-ants 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, firrnware,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.
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.
Exhibit C:Contract Performance Tenns Page A-3
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
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imited 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. 10 copies of the final report which 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.
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: _
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Exhibit C:Contract Performance Terns Page A-4
• Word Processing Word
• Spreadsheets Excel
• Desktop Publishing Coreldraw, Pagemaker
• Computer Aided Drafting(CAD) AutoCad
Computer files must be on 3M",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 3 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 which 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:
e Insurance Services Office Commercial General Liability coverage (occurrence
form CG 0001).
e Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability,code 1 (any auto).
o Workers' Compensation insurance as required by. the State of California and
Employer's Liability Insurance.
e Errors and Omissions Liability insurance as appropriate to Contractor's
profession.
b. Minimum limits of insurance. Contractor shall maintain limits no less than:
e 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.
o Employer's Liability: $1,000,000 per accident for bodily injury or disease..
• Errors and Omissions Liability: $1,000,000 per occurrence.
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.
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Exhibit C:Contract Performance Terms Page A-5
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.
e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than ANLL
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.
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