HomeMy WebLinkAboutItem 4.02 EDScenicCorridorCntrct
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CITY CLERK
File # D~[Q][Q]-~[Q]
CITY OF DUBLIN
AGENDA STATEMENT
City Council Meeting Date: August 22, 1995
SUBJECT:
Award of Contract for the Eastern Dublin Scenic
Corridor Policies and Visual Survey
Carol R. Cirelli, Senior Planner C)<.C/
1. I Resolution Awarding the Consulting
Contract
2. / Contract for Consultant Service
REPORT PREPARED BY:
EXHIBITS ATTACHED:
RECOMMENDATION:~. ~
~ r,vv"'.
1.
Award the Contract for Consulting Services
to David L. Gates and Associates.
Authorize the City Manager to Execute the
Contract.
2.
FINANCIAL STATEMENT:
The City will initially cover the Contract costs for
this project, which will not exceed $18,900.00. The
City is in the process of establishing a method for
recovering any costs associated with implementing
the Eastern Dublin Specific Plan. These Contract
costs will be recovered through the processing of
future development projects within the Eastern
Dublin Specific Plan area.
DESCRIPTION:
The Eastern Dublin General Plan Amendment/Specific Plan and associated
Environmental Impact Report (EIR) contain policies, action programs and mitigation
measures that require the City to officially adopt Interstate 580 Freeway (1-580),
Tassajara Road and Fallon Road as designated scenic corridors within the Eastern Dublin'
Specific Plan area. The City must also adopt scenic corridor policies, and review
p~ocedures and standards for projects within the scenic corridor viewshed.
The intent of these policies and standards is to minimize the proj ect development
impacts that alter the character and obscure the views of prominent ridgelines,
watercourses, and distinct landscape features within the Eastern Dublin project area.
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Copies To:
Project File
General File
Senior Planner
ITEMNO.~
Implementing scenic corridor policies and standards would mitigate impacts associated
with altering the visual experience of travelers on scenic routes in Eastern Dublin.
Successful completion of the project requires the skills of a consulting firm with
landscape architecture, visual survey/viewshed analysis and computer graphics
simulation expertise.
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Staff recommends that the City enter into a sole source contract with the firm
David L. Gates and Associates for completing the Eastern Dublin Scenic Corridor
Policies and Visual Survey project. Gates and Associates have demonstrated their
experience and abilities preparing visual analyses, urban design goals, policies and
guidelines, community development design standards, and hillside and ridge line design
guidelines. This firm is familiar with the Eastern Dublin Specific Plan and they prepared
the City's Parks and Recreation Master Plan, which the City adopted last July, 1994.
Gates and Associates are able to prepare the scenic corridor policies, project review
procedures and standards, and visual survey in a timely and cost effective manner.
This project is scheduled for completion in November/December 1995.
Staff recommends that the City Council 1) award the contract for consultant
services to David L. Gates and Associates, and 2) authorize the City Manager to execute
the contract.
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RESOLUTION NO. - 95
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN
AWARDING A CONSULTING CONTRACT TO DAVID L. GATES AND
ASSOCIATES
WHEREAS, policies, action programs and mitigation measures of the Eastern
Dublin Specific Plan require the City to officially adopt Interstate 580 Freeway (1-580),
Tassajara Road and Fallon Road as designated scenic corridors within the Eastern Dublin
Specific Plan area, and adopt scenic corridor policies, and review procedures and
standards for projects within the scenic corridor viewshed; and
WHEREAS, costs for conducting the study will be recovered through future
processing of development projects within the Eastern Dublin Specific Plan area; and
WHEREAS, the consulting firm of David L. Gates and Associates is able to
prepare the necessary scenic corridor policies, visual survey and design review
procedures and standards in a timely and cost effective manner.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of
Dublin hereby awards the consulting contract to David L. Gates and Associates.
PASSED, APPROVED AND ADOPTED this 22nd day of August, 1995.
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
g: \forms\8- 22ccre\consul.contract\scen ic corr
EXHIBIT I
STANDARD CONTRACTUAL SERVICES AGREEMENT
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THIS AGREEMENT is made at Dublin, California, as of August 22. 1995.
by and between the CITY OF DUBLIN, a municipal corporation ("CITY"), and
David L. Gates and Associates ("CONTRACTOR"), who agree as follows:
1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, CONTRACTOR shall provide to CITY the services described in
Exhibit A.
CONTRACTOR shall provide said services at the time, place and
in the manner specified in Exhibit A.
2 .
PAYMENT.
CITY shall pay CONTRACTOR for services rendered
pursuant to this Agreement at the time and in the manner set forth in
Exhibit B. The paYments specified in Exhibit B shall be the only payments
- . be made to CONTRACTOR for services rendered pursuant to this Agreement.
CONTRACTOR shall submit all billings for said services to CITY in the
manner specified in Exhibit Bi or, if no manner be specified in Exhibit B,
then according to the usual and customary procedures and practices which
CONTRACTOR uses for billing clients similar to CITY.
3 .
FACILITIES AND EOUIPMENT.
Except as set forth in Exhibit C,
CONTRACTOR shall, at its sole cost and expense, furnish all facilities and
equipment which may be required for furnishing services pursuant to this
Agreement.
CITY shall furnish to CONTRACTOR only the facilities and
equipment listed in Exhibit C according to the terms and conditions set
forth in Exhibit C.
.EEMENT
Page 1 of 2
4/1/90
EXHIBIT ~
4.
GENERAL PROVISIONS.
The general provisions set forth in Exhibit
D are part of this Agreement.
In the event of any inconsistency between
said general provisions and any other terms or conditions of thi~
Agreement, the other term or condition shall control insofar as it is
inconsistent with the general provisions.
5 .
EXHIBITS.
All exhibits referred to herein are attached hereto
and are by this reference incorporated herein.
6. CONTRACT ADMINISTRATION. This Agreement shall be administered by
Richard C. Ambrose ("ADMINISTRATOR"). All correspondence shall be directed
to or through the ADMINISTRATOR or his or her designee.
7. NOTICES. Any written notice to CONTRACTOR shall be sent to:
David L. Gates and Associates
2440 Tassajara Lane
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Danville. CA 94526
Any written notice to CITY shall be sent to:
City of Dublin Attn: Richard Ambrose
P. O. Box 2340
Dublin. CA 94568
Executed as of the day first above stated:
CITY OF DUBLIN
a municipal corporation
By
"CITY"
Attest:
City Clerk
By
"CONTRACTOR"
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Approved as to form:
City Attorney
EXHIBIT A
SCOPE OF SERVICES
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As specified in the August 10, 1995 letter from David L. Gates and
Associates, as attached.
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.ibit A
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08:10..95 13:58 FAX 510i368184
GATES & ASSOC.
[4J 002: 006
Eastern Dublin Scenic Corridor Policy
TASK 1.0 - DATA
COLLECfION
AND REVIEW
SubTask 1.1 -
Project:. Initiation
SuhTask 1.2 -
Existing Document
R.evieltV / Field
Reconnaissance
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WORKS COPE
The objectives of this task are to develop aframeworkforproject
administration~ un1ize base dca:afrom MacKay & Somps and field observation;
and develop an understanding of project issues.
· Define in detail the working relationship between the Consultant Team,
City Staff, and MacKay & Somps. Orient all participants to their
respective roles and responsibilities emphasizing data exchang~
communication and review periods.
· Establish overall scheduling and timing. Specify check points, work
products and other aspects of project management.
· Develop a preli.m.inaIJT list of issues and concerns to be addressed
through the design guidelines.
PRODUCTS:
VVorkscope/Schedule
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MEETINGS:
Staff Meeting
1
Collect and consolidate existing information. Data collection will proceed
in three parts:
L EXISTING DATA COU..ECTION - Review existing relevant studies,
repoITS, and maps, including:
· Eastern Dublin Specific Plan & Ern.
· pending development proposals (srreetscape images)
· relevant City policies
· profiles prepared by MacKay & $omps
2. PREPARATION OF PROJECf BASE MAP - Obtain base map disks from
engineers. Format for reports and presentation use at scale suitable for
study.
3. FIELD SURVEY - Conduct on-site photo reconnaissance to assess and
document viewsheds and sightlines from proposed scenic conidor.
Photograph viewsheds from key location (20-24 photos).
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PRODUcrS:
1995 Existing Condition Photo Library
Project Base Map
Vlewshed Map
SubTask 1.3 -
Analysis
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TASK 2.0 -
GOALS AND
POLICY
DEVELOP:MENT
SubTask 2.1 - Scenic
Conidor Concept
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. Review materials collected during reconnaissance in order to prepare an
analysis of visual impact of development proposed by Specific Plan on
views from scenic corridor.
. Analyze photos to determine areas of high visibility from each scenic
corridor.
. Identify additional. profile locations for engineers.
. Meet with City 'Staff to select (6-7) viev.,rpoints from photo library for
computer modeling by MacKay & SOInps.
. Map photo locations and plot vievlshed areas seen in each photo view.
. Work with engineer to coordinate computer models for selected
'viewpoints. MacKay & Somps to provide ,\Tire fram, computer images
depicting proposed development as overlay on photos of existing
conditions.
. Prepare freehand sketches to clarify visual impact.
PRODUCTS:
Map of Area of Visual. Absorption and Visual Sensitivity
Computer Wrrefral"ne Models
Sketches
MEETINGS:
CitySraff
1
Prepare scenic corridor concept plan summarizing visual impacts of
development proposed by Specific Plan on "view'" from 1-580, Tassajara
Road, and Fallon Road and possible design responses to reduce impactS.
This plan will be used to develop implementing policies. Concept plan
shall illustrate:
. foreground developments impact on views of hillsides and ridges
. areas where development may be silhouetted on ridgeline
. primary view corridors
. areas where landscape buffers are appropriate
. impacts of streets cape p1antings on views
. visually sensitive areas where special responses are required by
development
. implications of land use on scenic corridor character (residential uses
buffered from road while commercial uses want visibility)
OS :10 :95 !oJ: 00 F.H 510i36S1S-l
GATES &: ASSOC.
~ 00-l:006
Sub Task 2.2 -
Property ()M,TIer
Workshop
TASK 3.0 w
SCEl\TJC
CORRIDOR
DOCUMEI\7
PREPARATION &
PROCESSING
SubTask 3.1 -
Administrative Draft
PRODUcrS:
Plan and Sketches illustrating impacts and potential mitigations
Conduct: an issue-generating workshop \\-ith property ovvners, City staff and
representati\.Tes of the Planning Commission and City Council.
Present "isual analysis material and scenic corridor concept plan.
PRODUcrS:
Workshop Exhibits and Materials
MEETINGS:
\Vorkshop
1
Re\iew workshop recoIP..mendanons v.rith City staff and identify options.
Prepare Ar'irnini'trative Drdt teA"'t and graphics ror document including:
Background and Analysis - Describe Ll:te process, planning documents
and materials, and design criteria for visual analysis (duration of vie".",
angle, frequency of viewers, context, percentage oh-iewsheds).
Definition of Goals and Implementing Policies - Based upon
concept plan and workshop, define:
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. Overall goals for scenic corridor and implementation policies and ror .
establishing setbacks and srreerscape character c..riteria. Define
elements of rural character of scenic corridor.
08:10:95 1-1:00 FAX 510i:.l6818-1
GATES & ASSOC.
l4J 005: 006
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Sub Task 3.2 - Draft
Guidelines and
Processing
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SubTask 3.3 - Final
Guidelines
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. Provide criteria for evaluating acceptable character of development and
architecmral character in corridor.
Submittal Requirements - Define submittal requirements for individual
project review of scenic corridor compliance.
Distribute to City staff for review.
City staff to provide ttl1: input and review on policies and consistency with
Specific Plan.
PRODUCTS:
10 Adminisuative Drafts
MEETINGS:
Staff
1
Incorporate administrative draft comments into Draft Report. Graphically
format Draft into an 8-1/2 x 11 summary document. Incorporate photos,
illustrative sketches, plans, diagrams, cover design, and other graphics
which clarify design criteria.
Present Draft to Planning Commission and City Council. Take public
comment; to facilitate public input utilize slides, large scale plans and
other visual aids.
PRODUcrS:
25 Draft ReportS
Public Presentation Exhibits
MEETINGS:
Commission/City Council
2
Meet with City staff to review Commission and City Council comments.
Revise the draft Final Report.
Submit a Final Docwnent (graphics and text in an 8-1/2" x 11" format).
PRODUcrS:
25 Final Booklets
Camera-ready Final Report
Final Design Guidelines text on a 5-114'1 floppy disk
M.t;,t;Tl..NGS:
City Staff
1
08:10:95 1-1:01 F.U 510i36818-1
GATES & ASSOC.
Eastern Dublin Scenic Corridor Policy
FEES
Scenic Corridor Analysis & Policy
Reimbursable Allo\'vance
TOTAL
S17AOO.OO
$1.500.00
$18,900.00
141 006 ",006
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EXHIBIT B
PAYMENT SCHEDULE
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CITY shall pay CONTRACTOR an amount not to exceed the total sum of Eighteen
Thousand Nine Hundred Dollars ($18,900) for services to be performed
pursuant to this Agreement.
CONTRACTOR shall submit invoices during the
term of this Agreement based on the cost for services performed in
accordance with the following schedule:
Monthly
but not more often than once a monthi and provided further, in no event
'hall CITY pay CONTRACTOR a sum exceeding 20% of the total sum due for
4Itrvices pursuant to this Agreement in anyone monthi and provided further,
CITY shall pay the last 20% of the total sum due pursuant to this Agreement
within forty-five (45) days after completion of the services and submittal
to CITY, if all services due pursuant to this Agreement have been
satisfactorily performed.
The total sum stated above shall be the total which CITY shall pay for
the services to be rendered by CONTRACTOR pursuant to this Agreement. CITY
shall not pay any additional sum for any expense or cost whatsoever
incurred by CONTRACTOR in rendering services pursuant to this Agreement.
~ibit B
~~e 1 of 2
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CITY shall make no paYment for any extra, further or additional
service pursuant to this Agreement unless such extra service and the pric~
therefor is agreed to in writing executed by the City Manager or other
designated official of CITY authorized to obligate CITY thereto prior to
the time such extra service is rendered and in no event shall such change
order exceed twenty-five (25%) of the initial contract price.
The services to be provided under this Agreement may be terminated
without cause at any point in time in the sole and exclusive discretion of
CITY.
In this event, CITY shall compensate the CONTRACTOR for all
outstanding costs incurred as of the date of written notice thereof and
shall terminate this Agreement.
CONTRACTOR shall maintain adequate logs
and timesheets in order to verify costs incurred to date.
The CONTRACTOR is not authorized to perform any services or incur any.
costs whatsoever under the terms of this Agreement until receipt of a fully
executed Purchase Order from the Finance Department of the City of Dublin.
Exhibit B
Page 2 of 2
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EXHIBIT C
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CITY shall furnish physical facilities such as desks, filing cabinets,
and conference space, as may be reasonably necessary for CONTRACTOR'S use
while consulting with CITY employees and reviewing records and the
information in possession of CITY.
The location, quantity, and time of
furnishing said physical facilities shall be in the sole discretion of
CITY.
In no event shall CITY be obligated to furnish any facility which
may involve incurring any direct expense, including, but not limiting the
generality
of
this
exclusion,
long-distance
telephone
or
other
communication charges, vehicles, and reproduction facilities.
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Aibit C
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EXHIBIT D
GENERAL PROVISIONS
1.
INDEPENDENT CONTRACTOR.
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At all times during the term of this
Agreement, CONTRACTOR shall be an independent contractor and shall not be
an employee of CITY.
CITY shall have the right to control CONTRACTOR only
insofar as the results of CONTRACTOR'S services rendered pursuant to this
Agreement; however, CITY shall not have the right to control the means by
which CONTRACTOR accomplishes services rendered pursuant to this Agreement.
2.
LICENSES: PERMITS: ETC.
CONTRACTOR represents and warrants to
CITY that he has all licenses, permits, qualifications and approvals of
whatsoever nature which are legally required for CONTRACTOR to practice his
profession.
CONTRACTOR represents and warrants to CITY that CONTRACTOR
shall, at his 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 CONTRACTOR to practice his profession.
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3.
TIME.
CONTRACTOR shall devote such time to the performance of
services pursuant to this Agreement as may be reasonably necessary for
satisfactory performance of CONTRACTOR'S obligations pursuant to this
Agreement.
4.
INSURANCE REOUIREMENTS.
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 the CONTRACTOR, his agents,
representatives, employees or subcontractors.
The cost of such insurance
shall be included in the CONTRACTOR'S bid.
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Exhibit D
Page 1 of 7
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(a) Minimum Scope of Insurance.
Coverage shall be at least as broad
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as:
1. Insurance Services Office form number GL 0002 (Ed .1/73)
covering comprehensive General Liability and Insurance
Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability;
or Insurance Services
Office Commercial General Liability coverage ("occurrence"
form CG 0001.)
2. Insurance Services Office form number CA 0001 (Ed. 1/78)
covering Automobile Liability,
code 1 "any auto" and
endorsement CA 0025.
3. Workers' Compensation Insurance as required by the Labor
Code of the State of California and Employers Liability
Insurance.
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(b) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no
less than:
1.
General Liability:
$1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property
damage.
If commercial General Liability Insurance 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.
2 .
Automobile Liability:
$1,000,000 combined single limit per
accident for bodily injury and property damage.
3. Workers' Compensation and Employers Liability: Workers'
.hibit D
Page 2 of 7
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Compensation limits as required by the Labor Code of the State of
California and Employers Liability limits of $1,000,000 per
accident. .
(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 and employees; or the
CONTRACTOR shall procure a bond guaranteeing paYment of losses
and related investigations, claim administration and defense
expenses.
(d) Other Insurance Provisions.
The policies are to contain, or be
endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages.
a.
The CITY, its officers, officials, employees and.
volunteers are to be covered as insureds as respects:
liability arising out of activities performed by or on
behalf of the CONTRACTOR;
products and completed
operations of the CONTRACTOR, premises owned, occupied
or used by the CONTRACTOR, or automobiles owned,
leased, hired or borrowed by the CONTRACTOR. The
coverage shall contain no special limitations on the
scope of the protection afforded to the CITY, its
officers, officials, employees or volunteers.
b. The CONTRACTOR I S insurance coverage shall be primary
insurance
as
respects
the
CITY,
its
officers,
officials, employees and volunteers.
Any lnsurance or
self-insurance maintained by the CITY, its officers,
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Exhibit D
Page 3 of 7
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.ibit D
Page 4 of 7
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officials, employees or volunteers shall be excess of
the CONTRACTOR'S insurance and shall not contribute
with it.
c.
Any failure to comply with reporting provisions of the
policies shall not affect coverage provided to the
CITY, its officers, officials, employees or volunteers.
d. The 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.
2. Workers' Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation
against the CITY, its officers, officials, employees and
volunteers for losses arising from work performed by the
CONTRACTOR for the CITY.
3.
Professional Liability.
CONTRACTOR shall carry professional liability insurance in
an amount deemed by the CITY to adequately protect the
CONTRACTOR against liability caused by negligent acts,
errors or omissions on the part of the CONTRACTOR in the
course of performance of the services specified in this
Agreement.
4. All Coverages.
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.
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(e) Acceptability of Insurers.
Insurance is to be placed with
insurers with a Bests' rating of no less than A:VII.
(f) Verification of Coverage.
CONTRACTOR shall furnish CITY with
certificates
of
insurance
and
with
original
endorsements
effecting coverage required by this clause. The certificates and
endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf.
The certificates and endorsements are to be received and approved
by the CITY before work commences.
The CITY reserves the right
to require complete, certified copies of all required insurance
policies, at any time.
(g)
Subcontractors.
insureds
under
CONTRACTOR shall include all subcontractors as.
its policies or shall furnish separate
certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the
requirements stated herein.
(h) The Risk Manager of CITY may approve a variation in those
insurance requirements upon a determination that the coverages,
scope,
limits and forms of such insurance are either not
commercially available or that the CITY's interests are otherwise
fully protected.
5.
CONTRACTOR NO AGENT.
Except as CITY may specify in writing,
CONTRACTOR shall have no authority, express or implied, to act on
Exhibit D
Page 5 of 7
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. behalf of CITY in any capacity whatsoever as an agent.
CONTRACTOR
shall have no authority, express or implied, pursuant to this
. Agreement to bind CITY to any obligation whatsoever.
6 .
ASSIGNMENT PROHIBITED.
No party to this Agreement may assign any
right or obligation pursuant to this Agreement.
Any attempted or
purported assignment of any right or obligation pursuant to this
Agreement shall be void and of no effect.
7.
PERSONNEL.
CONTRACTOR shall assign only competent personnel to
perform services pursuant to this Agreement.
In the event that CITY,
in its sole discretion, at any time during the term of this Agreement,
desires the removal of any such persons, CONTRACTOR shall, immediately
upon receiving notice from CITY of such desire of CITY, cause the
removal of such person or persons.
8.
STANDARD OF PERFORMANCE.
CONTRACTOR shall perform all services
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required pursuant to this Agreement in the manner and according to the
standards observed by a competent practitioner of the profession in
which CONTRACTOR is engaged in the geographical area in which
CONTRACTOR practices his profession.
All instruments of service of
whatsoever nature which CONTRACTOR delivers to CITY pursuant to this
Agreement shall be prepared in a substantial, first class and
workmanlike manner and conform to the standards of quality normally
observed by a person practicing in CONTRACTOR's profession.
9.
HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS.
CONTRACTOR shall
take all responsibility for the work, shall bear all losses and
damages directly or indirectly resulting to him, to any subcontractor,
to the CITY, to CITY officers and employees, or to parties designated
by the CITY, on account of the performance or character of the work,
.ibit D
Page 6 of 7
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unforeseen difficulties,
accidents,
occurrences or other causes
predicated on active or passive negligence of the CONTRACTOR or any
subcontractor. CONTRACTOR shall indemnify, defend and hold harmles~
the CITY, its officers, officials, directors, employees and agents
from and against any or all loss, liability, expense, claim, costs
(including costs of defense), suits, and damages of every kind, nature
and description directly or indirectly arising from the performance of
the work.
This paragraph shall not be construed to exempt the CITY,
its employees and officers from its own fraud, willful injury or
violation of law whether willful or negligent.
For purposes of
Section 2782 of the Civil Code the parties hereto recognize and agree
that this agreement is not a construction contract.
By execution of
this agreement CONTRACTOR acknowledges and agrees that he has read and
understands the provisions hereof and that this paragraph is a
material element of consideration.
o.
Approval of the insurance contracts does not relieve the CONTRACTOR
subcontractors from liability under this paragraph.
10. GOVERNMENTAL REGULATIONS.
To the extent that this Agreement may be
funded by fiscal assistance
from another governmental
entity,
CONTRACTOR shall comply with all applicable rules and regulations to
which CITY is bound by the terms of such fiscal assistance program.
11. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys,
photographs,
memoranda or other written documents or materials
prepared by CONTRACTOR pursuant to this Agreement shall become the
property of CITY upon completion of the work to be performed hereunder
or upon termination of the Agreement.
Exhibit D
Page 7 of 7
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a:contract.personnel forms
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