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2006/01/24 City Council Resolution (6)RESOLUTION NO. 2006-33 A RESOLUTION OF THE COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE PROJECT MANAGEMENT AGREEMENT WITH GREYSTONE WEST COMPANY FOR THE COMMUNITY CENTER ADA IMPROVEMENTS AND BEAM REPLACEMENT PROJECT WHEREAS, the City is beginning a project at the Community Center to make the building more accommodating to individuals with disabilities and to replace deteriorated beams; and WHEREAS, Greystone West Company is qualified to manage the Community Center project. NOW, THEREFORE, be it resolved by the City Council of the City of Rohnert Park that it does hereby approve the attached Project Management Agreement with Greystone West Company for the Community Center ADA Improvements and Beam Replacement project and the City Manager is authorized to execute this agreement for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 24th day of January 2006. ATTEST: 1 CITY OF ROHNERT PARK Mayor Tim Smith 4axN�Ws PAZ-t'q I _. BREEZE: AYE FLORES: AYE MACKENZIE: AYE VIDAK- MARTINEZ: AYE SMITH: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) MASTER AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this 24"' day of January 2006, by and between the City of Rohnert Park, hereinafter referred to as the "City," and Greystone West Company, hereinafter referred to as the "Consultant." WHEREAS, the City requires project management services on the Community Center ADA Improvements and Beam Replacement project; and WHEREAS, the Consultant is qualified and experienced to provide such services. NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set forth, mutually agree as follows: SCOPE OF WORK. Consultant shall perform those services described in Exhibit 2. COORDINATION. Consultant shall assign Todd Lee as project manager, to personally participate in said work and to coordinate the activities of the Consultant. City shall assign the City Engineer or his /her designee to manage this agreement on behalf of the City. COMPENSATION. A. City shall pay Consultant as compensation in full for such services and expenses for the different elements of the scope of work as shown in "Exhibit B ". B. Consultant shall submit itemized monthly statements for work performed. City shall make any payment due within thirty (30) days after approval of the invoice by City. C. Payments due and payable to Consultant for current services will be within the current fiscal year 2005 -06 budget or within an available appropriation or project account of the City. In the event the City has not appropriated sufficient funds for payment of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year; payment for additional work is conditional upon future City appropriation. 4. TERM. The term of this Agreement shall be from the date of its execution until completion of the work contemplated by this Agreement and its final acceptance by City unless terminated earlier as provided herein. 5. NOTICES. All notices, bills, and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills and payments sent by mail should be addressed as follows: TO CITY: City Engineer City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 TO CONSULTANT: Todd Lee Greystone West Company 17551 Arnold Drive Sonoma, CA 95476 and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid. in all other instances, notices, bills and payments shall be deemed. given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving notice pursuant to this Paragraph. 6. AMENDMENT OF SCOPE OF WORK. City shall have the right to amend the Scope of Work within the Agreement by written notification to the Consultant. In such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreement. Failure of the Consultant to secure City's written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the contract price or time due, whether- by way of compensation, restitution, quantum meruit, etc. for work done without the appropriate City authorization. 7. TERMINATION. A. At any time and for any or no reason, City shall have the right to terminate this Agreement by giving seven days written notice to Consultant and take possession of the Consultant's work, e.g., studies, preliminary drawings, computations, specifications, etc., insofar as they are complete and acceptable to the City, and pay the Consultant such equitable proportion of the total remuneration as the work satisfactorily done by the Consultant at the time of such discontinuance bears to the whole of the work required to be done by the Consultant under the terms of this Agreement. B. At any time and for any or no reason, Consultant shall have the right to terminate this Agreement by giving seven days written notice to City. 8. CORRECTION OF WORK. The performance of services or acceptance of information furnished by Consultant shall not relieve the Consultant from obligation to correct any defective, inaccurate or incomplete work subsequently discovered and all such work shall be remedied by the Consultant on demand without cost to the City. 9. _DELAYS AND EXTENSIONS. The Consultant will be granted time extensions for delays beyond the Consultant's control. Time extensions will be equal to the length of the delay or as otherwise agreed upon between the Consultant and the City. In such event, compensation as set forth in the Scope of Work shall be subject to renegotiation upon written demand of either party to the Agreement. 10. RECORDS OF PERFORMANCE. Consultant shall maintain adequate records of contract performance costs, expenses, etc., and make these records available for inspection, audit, and copying by the City during the agreement period and for a period of three (3) years from the date of final payment. 11. SUBCONTRACTING. None of the services covered by this contract shall be subcontracted without the prior written consent of the City. In accordance with Government Code Section 7550, Consultant agrees to state in a separate section of any filed report the numbers and dollars amounts of all contracts and subcontracts relating to preparation of the report. 12. ASSIGNMENT. The Agreement shall not be assigned by the Consultant in whole or in part, without the written consent of the City. 13. INDEMNIFICATION. Consultant agrees to save, keep, hold harmless and indemnify City and its officers and employees from all damages in law and equity caused by any negligent act or omission to act on the part of Consultant or any of its officers, employees or subcontractors to the extent Consultant is responsible for such damages on a comparative basis of 2 fault and responsibility between Consultant and City. Consultant is not obligated to indemnify or hold harmless City in any manner whatsoever for City's own negligence or culpable conduct. City agrees to save, keep, hold harmless and indemnify Consultant and its officers and employees from all damages in law and equity caused by negligent act or omission to act on the part of City or any of its officers, employees or subcontractors to the extent that City is responsible for damages on a comparative basis of fault and responsibility between City and Consultant. City is not obligated to indemnify or hold harmless Consultant in any manner whatsoever for Consultant's own negligence or culpable conduct. 14. INSURANCE. Without limiting Consultant's indemnification provided herein, Consultant shall take out and maintain, throughout the period of this Agreement, the following policies of insurance placed with insurers with a current A.M. Bests rating of no less than ANII or its equivalent against injury /death to persons or damage to property which may arise from or in connection with the activities hereunder of Consultant, its agents, employees or subcontractors: A. Comprehensive or Commercial General Liability Insurance at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), in an amount of $1,000,000.00 per occurrence. If work involves explosive, underground or collapse risks, XCU must be included. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate shall be twice the required occurrence limit. Said policy shall contain, or be endorsed with, the following provisions: (1) The City, its officers, employees and agents, are covered as insureds for liability arising out of the operations performed by or on behalf of Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, agents and employees. (2) The policy shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice (10 days for non - payment of premium) to City by certified mail. (3) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the insurer's liability. (4) For claims related to this project, the Consultant's insurance is primary coverage to the City, and any insurance or self - insurance programs maintained by the City is excess to Consultant's insurance and will not be called upon to contribute with it. (5) Any failure to comply with reporting or other provisions of the parties, including breach of warranties, shall not affect coverage provided to City, its officers, employees and agents. B. Automobile liability insurance with coverage at least as broad as ISO Form numbers CA 0001 06 92, Code 1 (any auto), for vehicles used in the performance of this Agreement with minimum coverage of not less than $1,000,000 per accident combined single limit (CSL). Such policy shall contain or be endorsed with the provision that coverage shall not be canceled or materially reduced in coverage without thirty (30) days prior written notice (10 days for non - payment of premium) to City by certified mail. C. Worker's Compensation insurance meeting statutory limits of Labor Code which policy shall contain or be endorsed to contain a waiver of subrogation against City, its officers, agents, and employees and provide for thirty (30) days prior written notice to City in the event of cancellation. If Consultant has no employees, Consultant may sign and file the following certification in lieu of insurance: V am aware of the provisions of California Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and 1 will comply with the provisions of that code before commencing with and during the performance of the work of this contract. " D. Professional liability insurance /errors and omission coverage in an amount no less than $1,000,000.00 combined single limit (CSL). If insurance is written on a claim -made basis, Consultant agrees to maintain such insurance in effect for at least three (3) years following completion of performance under this Agreement. E. Consultant shall furnish City with certificates and original endorsements effecting the required coverage prior to execution of this Agreement by City. The endorsements shall be on forms provided by City or as approved by City Attorney. Any deductible or self - insured retention over $100,000.00 shall be disclosed to and approved by City. If Consultant does not keep all required insurance policies in full force and effect, City may, in addition to other remedies under this Agreement, take out the necessary insurance, and Consultant agrees to pay the cost of said insurance. 15. STANDARD OF CARE. City relies upon the professional ability of Consultant as a material inducement to entering into this Agreement. Consultant agrees to use reasonable care and diligence in rendering services under this Agreement. Consultant agrees that the acceptance of his work by City shall not operate as a waiver or release of said obligation of Consultant. The absence; omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 16. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 17. CONFLICT OF INTEREST. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed. 18. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant comes within the definition of Consultant under the Political Reform Act (Government Code §87100), Consultant shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of Rohnert Park disclosing Consultant and /or such other person's financial interests. 19. MERGER. This Agreement shall constitute the entire Agreement between the parties and shall supersede any previous agreements, whether verbal or written, concerning the same subject matter. No modification of this Agreement shall be effective unless and until evidence by a writing is signed by both parties. 20. DEFAULT. If Consultant should fail to perform any of his obligations hereunder, within the time and in the manner herein provided or otherwise violate any of the terms of this Agreement, City may terminate this Agreement by giving Consultant written notice of such termination, stating the reason for such termination. In such event, Consultant shall be entitled to receive as full payment . far all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total fee; provided, however, that the City shall deduct from such amount the amount of damage, if any, sustained by City by virtue of the breach of the Agreement by Consultant. 21. NO WAIVER OF BREACH; TIME. The waiver by City of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such tern or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. Time is of the essence in carrying out the duties hereunder. 22. THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 23. ATTORNEY FEES APPLICABLE LAW AND FORUM. In the event either party brings an action or proceeding for damages arising out of the other's performance under this Agreement or to establish the right or remedy of either party, the prevailing party shall be entitled to recover reasonable attorney fees and costs as part of such action or proceeding, whether or not such action or proceeding is prosecuted to judgment. This Agreement shall be construed and interpreted according to California law, and any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 24. INDEPENDENT CONTRACTOR. The parties intend that Consultant, in performing the services specified herein, shall act as an independent contractor and shall have control of the work and the manner in which it is performed. Consultant is not to be considered an agent or employee of the City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides its employees. In the event City exercises its right to terminate this Agreement, Consultant expressly agrees that he /she shall have no recourse nor right of appeal under rules, regulations, ordinances or laws applicable to employees. 25. TAXES. Consultant agrees to file tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. Consultant agrees to indemnify and hold the City harmless from any liability which it may incur to the United States for to the State of California as a consequence of Consultant's failure to pay, when due, all such taxes and obligations. 26. EMPLOYMENT PRACTICES. Consultant shall not discriminate in its performance under the Agreement either directly or indirectly on the grounds of race, color, religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or other prohibited grounds. 5 27. COMPLIANCE WITH LAW. Consultant shall comply with all applicable federal, state and local laws, rules and regulations affecting the Consultant and his /her work hereunder. Consultant represents and warrants to City that Consultant has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice Consultant's profession and to do the work hereunder. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his /her profession and do the work contemplated by this Agreement. 28. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the Consultant under the Agreement shall be vested in the City, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the City without restriction or limitations on their use. Consultant may retain copies of the above - described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of City during the term of this Agreement or until ninety (90) days after receipt of final payment from City. 29. INTERPRETATION. Notwithstanding the fact that one or more provisions of this Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF ROHNERT PARK: CONSULTANT: Greystone West Company Stephen R. Donley, City Manager (Date) By: Per Reso. No. 2006- adopted by the Rohnert Park City Council on ATTEST: City Clerk APPROVED AS TO FORM: (Name /Title (Date) CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the authorized representative of the film of whose address is and that neither I nor the above firm I here represent has: and a duly a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit to secure this Agreement. b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the Agreement; or C) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Agreement; Except as here expressly stated (if any); I acknowledge that this certificate is subject to applicable State and Federal laws, both criminal and civil. Date Signature V] EXHIBIT A S B GREYSTONE WEST COMPANY 17551 ARNOLD I RwLI ° SONOMA, CA 95476 "707- 933 -0624 - Fax 707 -996 -8390 December 12, 2005 City of Rohnert Park 6750 Commerce Drive Rolmert Park, CA 94928 Attention: Darren Jenkins Reference: Rohnert Park Community Center Truss repair and Accessibility Improvements City Project Nos. 99016 & 2004 -24 Subject: Construction Management Proposal Thank you for the opportunity to present the following fee proposal for the above referenced project(s). This proposal is based upon a 3 month pre - construction and a 4 month construction period, a seven month total duration. During pre - construction we have allowed for two meetings per month with the architect. We have also allowed for time to perform the necessary cost model information and have included time to prepare the project schedule. We have included our costs to review the architect's RFD's, and opening of the contractor's bids. We will provide an analysis of the contractor's bids after the opening and give our recommendation of award. Additionally, we will prepare the contract that is issued to the general contractor. During construction we have assumed that there will be one scheduled onsite meeting per week with additional onsite time as conditions mandate_ We have allowed for 24 hours per month to track BFI's, Submittals, Cost Issues and the Schedule. In addition, we have allowed 10 bouts per month to review cost proposals and prepare check estimates. Our good faith estimate of fees for this project is thirty -five thousand, three hundred and twenty -five dollars, $35,325. Our hourly rates are $125.00 per hour for the Project Manager and $45.00 per hour for the Project Administrator. Invoices are submitted monthly at approximately the 25`' for payment by the 10th of the following month. We do not charge for postage or mileage within Sonoma County. Additional expenses such as blueprinting, professional copies or Darren Jenkins December 12, 2005 Page2 express mail are billed at cost_ This proposal excludes onsite supervision, claims defense, and litigation support. If you have any questions, please do not hesitate to call. sincerely. Greystone West Company ` 1 z1- Todd I. Lee Construction Manager