HomeMy WebLinkAboutReso - CC - 028-2020RESOLUTION NO. 28-2020
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH KTGY FOR PREPARATION OF THE NORTH ROLLINS
ROAD SPECIFIC PLAN IN A NOT TO EXCEED AMOUNT OF $292,305
WHEREAS, the City of Burlingame has embarked on the preparation of a specific plan for
the North Rollins Road area of the city; and
WHEREAS, the Community Development Department sought proposals from qualified
consulting firms to prepare the specific plan; and
WHEREAS, the City has selected KTGY to prepare the specific plan based on its
experience preparing similar documents, its experience with urban design and development
standards, its community participation and outreach plan, and the expertise of the team
assembled for preparation of the update; and
WHEREAS, an agreement has been prepared incorporating the Work Program, Cost
Estimate, and Project Schedule prepared by KTGY in the amount of $292,305, which was found
to be adequate to complete the specific plan document; and
WHEREAS, because the agreement will authorize work in excess of $100,000, City
Council approval is required.
NOW, THEREFORE, BE IT RESOLVED AND ORDERED:
The City Manager is authorized and directed to enter into a Professional Services
Agreement with KTGY for the preparation of the North Rollins Road Specific Plan,
consistent with the Work Program attached to this resolution, for a maximum cost of
$292,305, as stated in the Work Program.
2. The City Clerk is directed to attest to the signature of the City Manager upon execution of
the Professional Services Agreement.
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I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, certify that the foregoing
Resolution was introduced at a regular meeting of the City Council held on the 16th day of March,
2020, and was adopted thereafter by the following vote:
AYES: COUNCILMEMBERS: BEACH, BROWNRIGG, COLSON, O'BRIEN KEIGHRAN, ORTIZ
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF BURLINGAME AND KTGY
TO PREPARE THE NORTH ROLLINS ROAD SPECIFIC PLAN
THIS AGREEMENT is by and between KTGY ("Consultant") and the City of
Burlingame, a public body of the State of California ("City"). Consultant and City agree:
1. Services. Consultant shall provide the Services set forth in Exhibit A, attached
hereto and incorporated herein, to render services for the preparation of a specific plan for the
North Rollins Road Mixed Use area in Burlingame.
2. Compensation. Notwithstanding the expenditure by Consultant of time and
materials in excess of said Maximum compensation amount, Consultant agrees to provide
services as described in the attached scope of work, which is anticipated to cost $292,305,
including all materials and other reimbursable amounts ("Maximum Compensation"), for the
preparation and coordination of the specific plan. Consultant shall submit invoices on a monthly
basis. All bills submitted by Consultant shall contain sufficient information to determine
whether the amount deemed due and payable is accurate. Bills shall include a brief description of
services performed, the date services were performed, the number of hours spent and by whom, a
brief description of any costs incurred and the Consultant's signature.
3. Term. This Agreement commences on full execution hereof and terminates on
December 31, 2021, unless otherwise extended or terminated pursuant to the provisions hereof.
Consultant agrees to diligently prosecute the services to be provided under this Agreement to
completion and in accordance with any schedules specified herein. In the performance of this
Agreement, time is of the essence. Time extensions for delays beyond the Consultant's control,
other than delays caused by the City, shall be requested in writing to the City's Contract
Administrator prior to the expiration of the specified completion date.
4. Assignment and Subcontracting. A substantial inducement to City for entering
into this Agreement is the professional reputation and competence of Consultant. Neither this
Agreement nor any interest herein may be assigned or subcontracted by Consultant without the
prior written approval of City. It is expressly understood and agreed by both parties that
Consultant is an independent contractor and not an employee of the City.
5. Insurance. Consultant, at its own cost and expense, shall carry, maintain for the
duration of the Agreement, and provide proof thereof, acceptable to the City, the insurance
coverages specified in Exhibit B, "City Insurance Requirements," attached hereto and
incorporated herein by reference. Consultant shall demonstrate proof of required insurance
coverage prior to the commencement of services required under this Agreement, by delivery of
Certificates of Insurance to City.
6. Indemnification. Consultant shall indemnify, defend, and hold City, its directors,
officers, employees, agents, and volunteers harmless from and against any and all liability,
claims, suits, actions, damages, and causes of action arising out of, pertaining or relating to the
negligence, recklessness or willful misconduct of Consultant, its employees, subcontractors, or
agents, or on account of the performance or character of the Services, except for any such claim
arising out of the sole negligence or willful misconduct of the City, its officers, employees,
agents, or volunteers. It is understood that the duty of Consultant to indemnify and hold
harmless includes the duty to defend as set forth in section 2778 of the California Civil Code.
Notwithstanding the foregoing, for any design professional services, the duty to defend and
indemnify City shall be limited to that allowed pursuant to California Civil Code section 2782.8.
Acceptance of insurance certificates and endorsements required under this Agreement does not
relieve Consultant from liability under this indemnification and hold harmless clause. This
indemnification and hold harmless clause shall apply whether or not such insurance policies shall
have been determined to be applicable to any of such damages or claims for damages.
7. Termination and Abandonment. This Agreement may be cancelled at any time
by City for its convenience upon written notice to Consultant In the event of such termination,
Consultant shall be entitled to pro -rated compensation for authorized Services performed prior to
the effective date of termination provided however that City may condition payment of such
compensation upon Consultant's delivery to City of any or all materials described herein. In the
event the Consultant ceases performing services under this Agreement or otherwise abandons the
project prior to completing all of the Services described in this Agreement, Consultant shall,
without delay, deliver to City all materials and records prepared or obtained in the performance
of this Agreement. Consultant shall be paid for the reasonable value of the authorized Services
performed up to the time of Consultant's cessation or abandonment, less a deduction for any
damages or additional expenses which City incurs as a result of such cessation or abandonment.
8. Ownership of Materials. All documents, materials, and records of a finished
nature, including but not limited to final plans, specifications, video or audio tapes, photographs,
computer data, software, reports, maps, electronic files and films, and any final revisions,
prepared or obtained in the performance of this Agreement, shall be delivered to and become the
property of City. All documents and materials of a preliminary nature, including but not limited
to notes, sketches, preliminary plans, computations and other data, and any other material
referenced in this Section, prepared or obtained in the performance of this Agreement, shall be
made available, upon request, to City at no additional charge and without restriction or limitation
on their use. Upon City's request, Consultant shall execute appropriate documents to assign to
the City the copyright or trademark to work created pursuant to this Agreement. Consultant shall
return all City property in Consultant's control or possession immediately upon termination.
9. Compliance with Laws. In the performance of this Agreement, Consultant shall
abide by and conform to any and all applicable laws of the United States and the State of
California, and all ordinances, regulations, and policies of the City. Consultant warrants that all
work done under this Agreement will be in compliance with all applicable safety rules, laws,
statutes, and practices, including but not limited to Cal/OSHA regulations. If a license or
registration of any kind is required of Consultant, its employees, agents, or subcontractors by
law, Consultant warrants that such license has been obtained, is valid and in good standing, and
Consultant shall keep it in effect at all times during the term of this Agreement, and that any
applicable bond shall be posted in accordance with all applicable laws and regulations.
10. Conflict of Interest. Consultant warrants and covenants that Consultant presently
has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render
the services required under the provisions of this Agreement a violation of any applicable state,
local, or federal law. In the event that any conflict of interest should nevertheless hereinafter
arise, Consultant shall promptly notify City of the existence of such conflict of interest so that
the City may determine whether to terminate this Agreement. Consultant further warrants its
compliance with the Political Reform Act (Government Code § 81000 et seq.) respecting this
Agreement.
11. Whole Agreement and Amendments. This Agreement constitutes the entire
understanding and Agreement of the parties and integrates all of the terms and conditions
mentioned herein or incidental hereto and supersedes all negotiations or any previous written or
oral Agreements between the parties with respect to all or any part of the subject matter hereof.
The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary
of this Agreement or of any duty, covenant, obligation, or undertaking established herein. This
Agreement may be amended only by a written document, executed by both Consultant and the
City Manager, and approved as to form by the City Attorney. Such document shall expressly
state that it is intended by the parties to amend certain terms and conditions of this Agreement.
The waiver by either party of a breach by the other of any provision of this Agreement shall not
constitute a continuing waiver or a waiver of any subsequent breach of either the same or a
different provision of this Agreement. Multiple copies of this Agreement may be executed but
the parties agree that the Agreement on file in the office of the City Clerk is the version of the
Agreement that shall take precedence should any differences exist among counterparts of the
document. This Agreement and all matters relating to it shall be governed by the laws of the
State of California.
12. Capacity of Parties. Each signatory and party hereto warrants and represents to
the other party that it has all legal authority and capacity and direction from its principal to enter
into this Agreement and that all necessary actions have been taken so as to enable it to enter into
this Agreement.
13. Severability. Should any part of this Agreement be declared by a final decision
by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the
authority of either party to enter into or carry out, such decision shall not affect the validity of the
remainder of this Agreement, which shall continue in full force and effect, provided that the
remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give
effect to the intentions of the parties.
14. Notice. Any notice required or desired to be given under this Agreement shall be
in writing and shall be personally served or, in lieu of personal service, may be given by (i)
depositing such notice in the United States mail, registered or certified, return receipt requested,
postage prepaid, addressed to a party at its address set forth in Exhibit A; (ii) transmitting such
notice by means of Federal Express or similar overnight commercial courier ("Courier"), postage
paid and addressed to the other at its street address set forth below; (iii) transmitting the same by
facsimile, in which case notice shall be deemed delivered upon confirmation of receipt by the
sending facsimile machine's acknowledgment of such with date and time printout; or (iv) by
personal delivery. Any notice given by Courier shall be deemed given on the date shown on the
receipt for acceptance or rejection of the notice. Either party may, by written notice, change the
address to which notices addressed to it shall thereafter be sent.
15. Miscellaneous. Except to the extent that it provides a part of the definition of the
term used herein, the captions used in this Agreement are for convenience only and shall not be
considered in the construction of interpretation of any provision hereof, nor taken as a correct or
complete segregation of the several units of materials and labor.
Capitalized terms refer to the definition provide with its first usage in the Agreement.
When the context of this Agreement requires, the neuter gender includes the masculine,
the feminine, a partnership or corporation, trust or joint venture, and the singular includes the
plural.
The terms "shall", "will", "must" and "agree" are mandatory. The term "may" is
permissive.
The waiver by either party of a breach by the other of any provision of this Agreement
shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same
or a different provision of this Agreement.
When a party is required to do something by this Agreement, it shall do so at its sole cost
and expense without right to reimbursement from the other party unless specific provision is
made otherwise.
Where any party is obligated not to perform any act, such party is also obligated to
restrain any others within its control from performing such act, including its agents, invitees,
contractors, subcontractors and employees.
IN WITNESS WHEREOF, Consultant and City execute this Agreement.
CITY OF BURLINGAME
501 Primrose Road
Burlingame, CA 94010
By:
Lisa Goldman
City Manager
Date:
Attest:
Meaghan Hassel -Shearer
City Clerk
4
KTGY
1814 Franklin Street, Suite 400
Oakland, CA 94612
WE
Jill Williams
Principal, Chairman
Date:
Federal Employer ID Number:
License Number:
Expiration Date:
Approved as to form:
Kathleen Kane
City Attorney
Attachments:
Exhibit A Scope of Work
Exhibit B City Insurance Provisions