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HomeMy WebLinkAbout2002-019 . , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Resolution No. 2002-19 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONTRACT WITH AND ISSUANCE OF A PURCHASE ORDER TO WLC ARCHITECTS FOR PROFESSIONAL DESIGN SERVICES FOR THE VERDEMONT FIRE STATION. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. WLC Architects is the lowest responsible bidder for professional design services for the Verdemont Fire Station, per Request For Proposal Specification RFP F-01-24. A contract is awarded accordingly to said architect in a total amount of $140,000.00. Such award shall be effective only upon being fully executed by both parties. The Mayor is hereby authorized and directed to execute said contract on behalf of the City; a copy of the contract is attached hereto as Exhibit A and incorporated herein. The Purchasing Manager is hereby authorized and directed to issuc a purchase order to said architect in the amount of $140,000.00. SECTION 2. This contract and any amendment or modification thereto shall not take effect or become operative until fully signed and executed by the parties and no party shall be obligated hereunder until the time of such full execution. No oral agreements, amendments, modifications or waivers are intended or authorized and shall nor be implied from any act or course of conduct of any party. SECTION 3. This resolution is rescinded if the parties to the contract fail to execute it within sixty (60) days of the passage of this resolution. / / / / / / / / / / / / / / / I / / I / , . 2002-19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONTRACT WITH AND ISSUANCE OF A PURCHASE ORDER TO WLC ARCHITECTS FOR PROFESSIONAL DESIGN SERVICES FOR THE VERDEMONT FIRE STATION. I HEREBY CERTIFY ihat ihe foregoing resolution was duly adopted by ihe Mayor and Common Council of ihe City of San Bernardino at a Joint Regular 22nd day of January , 2002, by ihe following vote, to wit: ihereof, held on ihe Council Members: Ayes Nays Abstain x ESTRADA LIEN x MCGINNIS x SCHNETZ x SUAREZ x ANDERSON x MCCAMMACK meeting Absen t x a~p-~ '- City Clerk The foregoing resolution is hereby approved ihis JA...-vuA.-"4---- , 2002. ,;2. if d -.~~a- Approved as to form and Legal con tent; James F. Penman, City Attorney BY: Llf~ tl Betty Dean Anderson Mayor Pro Tern City of San Bernardino , day of , ./., .. :. 2002-19 EXHIBIT "A" AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is made and entered into this 22nd of January 2002, by and between the CITY OF SAN BERNARDINO, California, a municipal corporation, hereinafter referred to as the "CITY" and WLC Architects, Inc., hereinafter referred to as "ARCHITECT". WITNESSETH WHEREAS, City desires to obtain professional architectural services for the preparation of final plans, specifications, and cost estimates for the design of the Verdemont Fire Station. WHEREAS, in order to design the Verdemont Fire Station, it is necessary to retain the professional services of a qualified architectural firm; and WHEREAS, Architect is qualified to provide said professional services; and WHEREAS. San Bernardino City Council has elected to engage the services of Architect upon the terms and conditions as hereinatier set forth; and NOW, THEREFORE, it is mutually agreed, as follows: I. SCOPE OF SERVICES Architect shall perform those services specified in Request for Proposal, RFP F -01-24 and as contained in the proposal dated September 26,2001, (which is on file at the City Clerk's Office) and proposed costs, a copy of which is attached hereto as Exhibit "1", and all of which are incorporated herein as though set forth in fulL 2. TERM OF AGREEMENT Architect shall commence within five (5) days after the City has authorized work to start by issuance of a Notice to Proceed. 3. STANDARD OF PERFORMANCE Architect shall complete all work in conformance with Federal, State, and local regulations and industry standards. 4. CHANGES/EXTRA SERVICES A. Performance of the work specified in the Request for Proposal RFP F-01-24 dated September 26, 2001, are made an obligation of Architect under this Agreement, subject to any changes made subsequently upon mutual agreement of the parties. All such changes shall be considered as additional tasks and shall be incorporated by written amendments to this Agreement and include any increase or decrease in the amount of compensation due Architect for the change in scope. Any change, which has not been so incorporated, shall not be binding on either party. ,', 2002-19 B. Architect shall render no extra services under this Agreement unless City authorizes such extra services in writing prior to performance of such work. Authorized extra services shall be invoiced based on the authorized additional task amounts. 5. COMPENSATION A. Upon satisfactory completion of the work, the Architect will be paid time and material not to exceed $140,000.00 in arrears, for all work and services performed under this contract and upon receipt of itemized invoices, submitted in triplicate to the contract manager. The invoice amount will be based on the actual work performed by task. For the purpose of invoicing, certain tasks may be combined in assessing percentage completion. Architect will submit an invoice to the City every four (4) weeks. B. Said compensation shall not be altered unless there is significant alteration in the scope, complexity or character of the work to be performed. City and Architect shall agree upon any such significant alteration in writing before commencement of performance of such significant alteration by Architect. Any adjustment of the total cost of services will only be permitted when the Architect establishes and City has agreed in writing that there has been, or is to be, a significant change in: I. Scope, complexity, or character of the services to be performed; 2. Conditions under which the work is required to be performed; and 3. Duration of work if the change from the time period specified in the Agreement for completion of the work warrants such adjustment. C. The Architect is required to comply with all Federal, State and local laws and ordinances applicable to the work. The Architect is required to comply with prevailing wage rates in accordance with California Labor Code Section 1770. D. The Architect agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System. Chapter I, part 31 et seq., shall be used to determine the allowability of individual items of cost. E. The Architect also agrees to comply with Federal procedures in accordance with 49 CFR, Part 19, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. F. Any costs for which payment has been made to Architect that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., or 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, are subject to repayment by Architect to City. G. Any subcontract in excess of $10,000, entered into as a result of this contract, shall contain all the provisions of this Agreement. 2 2002-19 6. PAYMENT BY CITY A. The billings for all services rendered pursuant to this Agreement shall be submitted every four (4) weeks by Architect to City and shall be paid by City within twenty (20) days after receipt of same, excepting any amounts disputed by City. Dispute over any invoiced amount shall be noticed to the Architect within ten (10) days of billing and a meet and confer meeting for purposes of resolution of such dispute shall be initiated by the City within (10) days of notice of such dispute. All tasks as specified in Exhibit "1" shall be completed prior to final payment. B. No payment will be made for any work performed prior to approval of this contract by City and Notification to Proceed. 7. SUPERVISION AND ACCEPTANCE OF SERVICES A. The Director of Facilities Management of City, or his designee, shall have the right of general supervision over all work performed by Architect and shall be City's agent with respect to obtaining Architect's compliance hereunder. No payment for any services rendered under this Agreement shall be made without prior approval of the Director of Facilities Management or his designee. 8. COMPLIANCE WITH CIVIL RIGHTS LAWS Architect hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, age, handicap or national origin. Architect shall comply with all State and Federal Civil Rights Laws in its hiring practices and employee policies. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading, and promotion. 9. TERMINATION OF AGREEMENT A. This Agreement may be terminated by either party upon thirty (30) days' written notice in the event of substantial failure of the other party to perform in accordance with the terms of this Agreement. Each party shall have twenty (20) days following the date of such notice within which to correct the substantial failure, giving rise to such notice. In the event of termination of this Agreement, City shall within thirty (30) days pay Architect for all the fees, charges and services performed to City's satisfaction by Architect, which finding of satisfaction shall not be umeasonably withheld. Architect hereby covenants and agrees that upon termination of this Agreement for any reason, Architect will preserve and make immediately available to the City, or its designated representatives, maps, notes, correspondence, or records related to work paid for by the City and required for its timely completion, and to fully cooperate with City so that the work to be accomplished under this Agreement may continue within forty-five (45) days of termination. Any subsequent use of such incomplete documents, other than their originally intended use, shall be at the sole risk of the City, and the City agrees to hold harmless and indenmify Architect from any claims, losses, costs, including attorney's 3 2002-19 fees and liability arising out of such use. Architect shall be compensated for such services in accordance with Exhibit" I ". B. This Agreement may be terminated for the convenience of the City upon thirty (30) days written notice to Architect. Upon such notice, Architect shall provide work product to City, and City shall compensate Architect in the manner set forth above. C. Following the effective date of termination of this Agreement pursuant to this section, the Agreement shall continue until all obligations arising from such termination are satisfied. 10. CONTINGENCIES In the event that, due to causes beyond the control of and without the fault or negligence of Architect, Architect fails to meet any of its obligations under this Agreement, and such failure shall not constitute a default in performance, the City may grant to Architect such extensions of time and make other arrangements or additions, excepting any increase in payment, as may be reasonable under the circumstances. Increases in payment shall be made only under the "changes" provision of this Agreement. Architect shall notify City within three (3) days in writing when it becomes aware of any event or circumstances for which it claims or may claim an extension. 11. INDEPENDENT CONTRACTOR Architect shall act as an independent contractor and shall not be considered an employee of the City in the performance of the services provided for under this Agreement. Architect shall furnish such services in its own manner. This Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association between Architect and the City. 12. ASSIGNMENT OR SUBCONTRACTING Architect shall not assign this Agreement, or any portion thereof without the written consent of City. Any attempt by Architect to assign or subcontract any performance of this Agreement without the written consent of the City shall be null and void and shall constitute a breach of this Agreement. All subcontracts exceeding $10,000 shall contain all provisions of this contract. 13. NOTICES All official notices relative to this Agreement shall be in writing and addressed to the following representatives of Architect and City: 4 2002-19 ARCHITECT CITY Kelley Needham WLC Architects, Inc. 10470 Foothill Blvd. Virginia Dare Tower Rancho Cucamonga, CA 9] 730 Jim Sharer Director of Facilities Management 300 N. "D" Street San Bernardino, CA 92418 14. RESPONSIBILITIES OF PARTIES A. The Architect may reasonably rely upon the accuracy of data provided by the City or its agents. B. Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this contract will automatically be vested in the City and no further agreement will be necessary to transfer ownership to the City. C. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine readable form are intended for one-time use in the construction of the project for which this contract has been entered into. D. The Architect is not liable for claims, liabilities or losses arising out of, or connected with, the modification or misuse by the City of the machine readable information and data provided by the Architect under this Agreement; further, the Architect is not liable for claims, liabilities or losses arising out of, or connected with, any use by the City of the project documentation on other projects, for additions to this project, or for the completion of this project by others, excepting only such use as may be authorized, in writing, by Architect. E. For the purpose of determining compliance with Public Contract Code Section 10115, et. seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et. seq., when applicable, and other matters connected with the performance of the contract pursuant to Government Code Section 8546.7, the Architect, subconsuitant, and the City shall maintain all the books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The State, the State Auditor, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the Architect that are pertinent to the contract for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. 5 2002-19 15. CONSTRUCTION COST ESTIMATES A. Any opinion of the construction cost prepared by Architect represents his judgement as a design professional and is supplied for the general guidance of the City. Since Architect has no control over the cost of labor and material, or over competitive bidding or market conditions, Architect does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the City. 16. COVENANT AGAINST CONTINGENT FEE Architect warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona tide employees or bona fide established commercial or selling agencies maintained by the Architect for the purpose of securing business. For breach or violation of this warranty, City shall have the right to terminate this Agreement in accordance with the clause permitting termination for cause and, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 17. HOLD HARMLESS CLAUSE A. Architect shall indemnify, defend and hold free and harmless the City, its officers, and its employees from all claims, damages, costs, expenses, and liability, including, but not limited to attorney's fees, imposed upon them for any alleged infringement of patent rights or copyrights of any person or persons in consequence of the use by City, its officers, employees, agents, and other duly authorized representatives, of programs or processes supplied to City by Architect under this Agreement. B. The prevailing party in any legal action to enforce or interpret any provisions of this Agreement will be entitled to recover from the losing party all reasonable attorneys' fees, court costs, and necessary disbursements in connection with that action. The costs, salary, and expense of the City Attorney and members of his office, in connection with that action shall be considered as attorneys' fees for the purposes of this Agreement. 18. INDEMNITY Architect shall indemnify, defend and hold harmless City from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including reasonable attorney's fees), and liabilities, of, by, or with respect to third parties, which arise from Architect's negligent performance of services under this Agreement. Architect shall not be responsible for, and City shall indemnify, defend, and hold harmless Architect from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including reasonable attorney's fees) and liabilities of, by or with respect to third parties, which arise from the City's negligent performance under this Agreement. With respect to any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including reasonable attorney's fees) and liabilities of, by or with respect to third parties, which arise from 6 1--- 2002-19 the joint or concurrent negligence of Architect and City, each party shall assume responsibility in proportion to the degree of its respective fault. 19. LIAB1LITY/INSURANCE Architect shall maintain insurance policies meeting the minimum requirements set forth herein. All insurance maintained by the Architect shall be provided by insurers satisfactory to the City. Certificates evidencing all insurance coverage required herein shall be delivered to the City prior to the Architect performing any of the services under this Agreement. All insurance certificates required herein shall name the City as an additional insured and provide for thirty-(30) days written notice from the insurer to the City prior to cancellation of any insurance policy of the Architect. A. Errors and Omissions. The Architect shall maintain errors and omissions insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. B. Comprehensive General Liability and Automobile Insurance. The Architect shall maintain comprehensive general liability and automobile liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. C. Worker's Compensation Insurance. The Architect shall maintain worker's compensation insurance in accordance with the laws of the State of California for all workers employed by the Architect. 20. V ALIDlTY Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and affect, and to this end the provisions of this Agreement are declared to be severable. 21. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, with respect to the subject matter thereof This Agreement may be amended only by written instrument signed by both parties. 7 -. 2002-19 AGREEMENT FOR Professional Services with WLC Architects, Inc.. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date written above by their duly authorized officers on their behalf. ATTEST: CITY OF SAN BERNARDINO BY:~~.~ Rac Clark, City Clerk City of San Bernardino B~r:; ~,~_ Betty Dean Anderson Mayor Pro Tern City of San Bernardino WLC Architects, Inc. BY: NAMErr;( ~ TITLE: ."'~l~ Lt-..)C.lP~ , ~ ,.- Approved as to form and legal content: JAMES F. PENMAN City Attorney BY: III III 8