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HomeMy WebLinkAboutReso - CC - 016-1998RESOLUTION 16-98 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME AUTHORIZING EXECUTION OF AGREEMENT BETWEEN THE CITY OF BURLINGAME AND CALLANDER ASSOCIATES FOR CONSULTANT SERVICES IN DEVELOPING A PARK MASTERPLAN FOR THE WESTERN PORTION OF CITY'S BAYSIDE PARK RESOLVED, by the City Council of the City of Burlingame: WHEREAS, the City of Burlingame is in the process of closing the City's landfill site, developing new recreational facilities for its citizens' use and other related activities at Bayside Park; and WHEREAS, a professional landscape architecture firm can assist the City of Burlingame in identifying the best configuration of park facilities and amenities; and WHEREAS, the firm of Callander Associates, a professional landscape architecture firm, has been selected by the City of Burlingame to prepare plans and specifications related to the City's landfill site closure and the improvements that the City wishes to place upon the former landfill site; and WHEREAS, the firm of Callander Associates is familiar with the entire Bayside Park property; and WHEREAS, Callander Associates is highly qualified and can provide the expertise necessary for developing a park masterplan for the City of Burlingame, NOW THEREFORE, IT IS ORDERED: 1. The Agreement attached hereto as Exhibit A is approved and the City Manager is authorized to execute the Agreement for and on behalf of the City of Burlingame. 2. The City Clerk is directed to witness the Manager's Wgnature o�haly gf the City. I, JUDITH A. MALFATTI, City Clerk of the City of Burlingame, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council held on the 2hd day of March 1998, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: GALLIGAN, JANNEY, KNIGHT, OIMAHONY, SPINELLI NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE CITY CLERK AGREEMENT FOR PROFESSIONAL SERVICES zdl�A, THIS AGREEMENT, made in duplicate and entered into this _ day of , 1998, by and between the CITY OF BURLINGAME, a municipal corporation, hereinafter referred to as "CITY', and Callander Associates hereinafter referred to as "CONSULTANT": WITNESSETH: WHEREAS, CITY is desirous of employing CONSULTANT to provide services hereinafter set forth; and WHEREAS, CONSULTANT has submitted a proposal to CITY wherein it represents that it is qualified and competent to perform such services and CITY proposes to employ CONSULTANT to perform such services pursuant to the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Employment CITY employs CONSULTANT to perform the services set forth in EXHIBIT "A" and CONSULTANT accepts such employment and agrees to perform such services. 2. Term of Agreement Said services shall continue until the completion of the tasks set forth in 3. Compensation Payment is to be based on hourly rates plus expenses to a maximum amount as indicated in EXHIBIT "A". Compensation under this Agreement shall not exceed $26,198.00 1 unless authorized in writing by both the CITY and CONSULTANT. Monthly billings will be paid by the City with thirty (30) days of invoice date. 4. Termination (a) CITY shall have the right to terminate the Agreement at any time upon written notice to CONSULTANT. (b) In the event of such termination, CITY shall pay CONSULTANT its compensation for all services provided under this Agreement to the effective date of termination, in accordance with EXHIBIT "A". (c) In the event that CONSULTANT shall fail or become unable for any reason to provide and complete the services required to be provided by it hereunder, CITY may forthwith terminate this Agreement by written notice. In the event of such termination, CITY shall pay CONSULTANT its compensation for all services provided to the effective date of termination. Should CITY employ others to complete the work of this Agreement, any costs of such work over the amounts set forth in this Agreement shall be deducted from compensation owed CONSULTANT under this paragraph. 5. Delays CONSULTANT shall not be responsible for any delays in the performance of its services hereunder caused by strikes, action of the elements, acts of any government, civil disturbances or any other cause beyond its reasonable control, or for the expenses or consequences arising from such delays. 2 6. Reliance on Professional Skill of CONSULTANT It is mutually understood and agreed that the CONSULTANT possesses the necessary professional skills to perform the services identified in this agreement and that the CITY relies upon the skill of the CONSULTANT to do and perform its work. 7. Relationship of Parties (a) It is understood that the contractual relationship of the CONSULTANT to the CITY is that of independent contractor and all persons working for or under the direction of CONSULTANT are its agents, servants or employees, and not agents, servants or employees of CITY. (b) CONSULTANT shall function as technical representative of CITY and all of his activities under this Agreement shall be carried out under the general supervision of the City Parks & Recreation Director. CONSULTANT'S records and correspondence concerned with and pertinent to the project shall be available for review by the City Parks & Recreation Director or his representative. (c) All documents furnished to CONSULTANT by the CITY and all reports and supportive data prepared by the CONSULTANT under this Agreement are the CITY's property and shall be delivered to the CITY upon completion of CONSULTANT's services or at the CITY's written request. All reports, information, data, and exhibits prepared or assembled by CONSULTANT in connection with the performance of its services pursuant to this Agreement are confidential until released by the CITY to the public, and the CONSULTANT shall not make any of these documents or information available to any individual or organization not employed by the CONSULTANT or the CITY without the written consent of the CITY before such release. The CITY acknowledges that the reports to be prepared by the CONSULTANT pursuant to this Agreement are for the purpose of evaluating a defined project, and CITY's use of the information contained by the CONSULTANT in connection with other projects shall be solely at CITY's risk, unless CONSULTANT expressly consents to such use in writing. CONSULTANT understands that these documents will be public records and that the CITY has no ready means of ensuring that they will not be interpreted or used in a variety of ways by persons over which the CITY exercises no control. CITY further agrees that it will not appropriate any methodology or technique of CONSULTANT which is and has been confirmed in writing by CONSULTANT to be a trade secret of CONSULTANT. (d) CONSULTANT shall indemnify, defend and hold harmless CITY from and against any and all liability, rising from negligent acts, errors or omissions of CONSULTANT or his agents, in connection with the performance of the Agreement, excepting only such injury or harm as may be accused solely by an act or omission of the CITY. 8. Equal Employment Opportunity CONSULTANT warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. 2 9. Conflict of Interest CONSULTANT understands that its sole, professional obligation is to the CITY under this agreement. Should CONSULTANT become aware that it or any of its subcontractors has acquired or been involved in any matter that constitutes a potential conflict of interest with its obligations under this Agreement, it shall immediately disclose that potential conflict to the CITY, and unless it obtains the written consent of the CITY to continue to have the potential conflict, it or its subcontractors shall immediately divest or no longer participate in the matter or divest itself of the interest that has constituted the potential conflict. 10. CONSULTANT'S Insurance CONSULTANT shall not commence work under this contract until he shall have obtained all insurance required under this section. All liability insurance shall provide that CONSULTANT'S coverage shall be primary and shall name CITY as an additional insured. (a)Worker's Compensation Insurance CONSULTANT shall take out and maintain, during the life of this contract, workers' compensation insurance for all his employees employed upon CITY property. CONSULTANT shall indemnify CITY for any damage resulting to it from failure of CONSULTANT to take out or maintain such insurance. (b)Public liability and property damage insurance. CONSULTANT shall take out and maintain during the life of this contract such public liability and property damage insurance as shall protect CITY, its elective and appointive boards, officers, agents and employees and CONSULTANT for damages for personal injury, including death, as well as from claims for property damage which may arise from CONSULTANT'S operations under this contract, whether such 9 operation be by CONSULTANT or by anyone directly or indirectly employed by CONSULTANT, and the amounts of such insurance shall be as follows: 1. Public Liability Insurance. hi an amount not less than $100,000 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 $300,000 on account of any one occurrence. 2. Property Damage Insurance. In an amount of not less than $50,000 for damage to property of each person on account of any one occurrence. (c)Professional Liability Insurance. CONSULTANT shall maintain a policy of professional liability insurance (errors and omissions) to protect the CITY, its elective and appointive boards, officers, agents and employees and CONSULTANT. Policy amount shall be a minimum of $1 million per claim, $1 million aggregate, with not more than $10,000 deductible. 11. Proof of carriage of insurance. CONSULTANT shall furnish satisfactory proof of carriage of the insurance required to CITY concurrently with the execution hereof. Each policy shall provide for at least ten (10) days prior written notice to CITY of the cancellation of any policy during the period of this contract. All insurance shall be primary. 12. Waiver No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 9 13. Representatives of CITY and CONSULTANT The Parks & Recreation Director, or his designee, shall represent the CITY in all matters hereunder. The designated Project Manager for CONSULTANT is Mark Slichter who shall represent the CONSULTANT on all matters hereunder. He shall not be removed from the project without prior approval of CITY. 14. Assignment Neither CITY or CONSULTANT shall assign, sublet or transfer its interests in this Agreement without the written consent of the other. 15. Amendments This Agreement may only be amended or modified by written agreement signed by both parties. Failure on the part of either party to enforce any provisions of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or provisions. 16. Notices All notices shall be in writing and delivered in person or transmitted by certified mail, return receipt requested, postage paid. Notices required to be given to CITY shall be addressed: John W. Williams City of Burlingame 850 Burlingame Avenue Burlingame, CA 94010 Notices required to be given CONSULTANT shall be addressed: 7 Mark Slichter Callander Associates 311 Seventh Avenue San Mateo, CA 94401-1313 17. Interpretation As used herein, any gender includes each other gender, the singular includes the plural, and vice versa. 18. Venue The applicable law for any legal disputes arising out of this contract shall be the law of the State of California, and the forum and venue for such disputes shall be the appropriate Superior or Municipal Court in and for San Mateo County. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF BURLINGAME A municipal corporation By City Manager ATTEST By City Clerk APPROVED AS TO FORM: City Attorney L-2 Consultant