Loading...
2009-015-Authorizing The Town Manager To Execute An Amendment To The Professional Services Agreement With Russ Drulis Cusenbery Inc. To Provide Construction Support Services For Project 07-22RESOLUTION 2009 -015 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH 'RUSS DRULIS CUSENBERY INC. TO PROVIDE CONSTRUCTION SUPPORT SERVICES FOR PROJECT 07 -22 — LOS GATOS / MONTE SERENO POLICE OPERATIONS BUILDING PROJECT WHEREAS, in March, 2007, the Town of Los Gatos entered into an agreement with Russ Drulis Cusenbeiy Inc., to perform design consulting services in for the Los Gatos / Monte Sereno Police Operations Building project. WHEREAS, a second Amendment to the Agreement is necessary to include construction support services at an additional cost not to exceed $35,100 in connection with the Los Gatos / Monte Sereno Police Operations Building project. NOW THEREFORE BE IT RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos authorizes the Town Manager to execute an amendment (Exhibit B) to the agreement (Exhibit A) for additional consultant support services as described in the proposal for construction support services (Exhibit Q. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 17th day of February, 2009 by the following vote: COUNCIL MEMBERS: AYES: Diane McNutt, Joe Pirzynski, Steve Rice, Barbara Spector, and Mayor Mike Wasserman NAYS: ABSENT: ABSTAIN: SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA EXHIBIT A CLERK DEPARTMENT .A.GR ZO AGREEMENT FOR CONSULTANT SERVICE ;R* OR THIS AGREEMENT is entered into this 15"' day of August, 2007, by b1 etweri e Town of Los Gatos, State of California, herein called the "Town ", and, R I ss i ettmnbmT Architecture, Inc., engaged in providing architectural services herein called the "Consultant ", RECITALS A. On Tune 18, 2007, the Town Council authorized the purchase an existing office building at 1590p Los Gatos Boulevard to be converted to a police services building. B. The Town desires to engage the firm to prepare construction drawings for additions to the Wilding and tenants because of the Consultant's experience'and qualifications to perform the desired work. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: Scope of Services The Consultant shall provide the services listed below'as described in the Scope of Work attached as Exhibit A. a. Program Verification b. Conditional Use Permit and Design Review Services c. Schematic Design Services d. Design Development Services e. Construction Dociment Services f, Bidding Services g. Construction Administration h. Supplemental Design Services 2. 'Time of Performance. The services of the Consultant are to Continence upon the execution of this Agreement and issuance of a Town purchase order with coinplction by June 30, 2009, 3. Compliance with Laws The Consultant shall comply with all applicable laws, codes, ordinances, mid regulations of governing federal, state and local laws, Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required .for Consultant to pracft.( ,,its Page l of 2 profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos, 4. Sole Responsibility Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement, 5. TnformationlReort HandlinZ All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town'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 Town to the public, And the Consultant shall not make any of the those documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to Ibis Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be. solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that itwill 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. 6. Compensation Compensation for Consultant's professional services shall be five hundred seventy four thousand two hundred ninety seven ($571,297) dollars. Payment shall be based upon Town approval of each task, 7. Billing, Billing shall be accompanied by a detailed explanation of Clio work perfornned by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials ,shall be, submitted for Town review, even if only in partial or draft Form. Payment shall be net thirty (30) days. All invoices and statements to the Town shall reference the, Town's purchase order number and be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95030 Statements; Town of Los Gatos Attn: Pinanw Department P,O, Box 655 Los Gatos, CA 95030 8. Availability of Records Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Page 2 of 2 Consultarit shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 9. Project Manner The Project Manager for the Consultant for the work under this Agreement shall be Michael Ross, The Project Manager for the Town for the work under this Agreement shall be Curtis Banks, Project Planner 10, Assigiiabilify and Subcontracting The services to be, performed tinder this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 11, Notices Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid and addressed to; To Town: Curtis Banks Town of Los Gatos Community Developnxent Department P.O. Box 949 Los Gatos, CA 95031 To Consultant: Michael Ross, AIA RossDrul isCusenbery Architecture Inc. 18294 Sonoma Highway Sonoma, CA 95476 or persorxally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 12. Independent Contractor It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retironient benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement, Consultant agrees to testify in any litigation brought regarding t:he subject of the work to be performed under this Agreement, Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 13. Conflict of Interest Consultant understands that its professional responsibilities is solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or 7mauagtTnunt of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that Page 3 of 3 it does not presently and skull not acquire any direct or indirect interest adverse to those of the Town in. the subject of this Agreement, and it shall immediately disassociate itself from such an interest should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest, Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship, 14. 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 theina 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 & Housing Act, 15, Insurance A. Minimurn Scope of -Insurance: Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his /her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurronce for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him /her and his /her staff to an ainount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage, iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage, Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,006 which is sufficient to insure Consultant for professlonal negligent errors or omissions in the performance of the particular scope of work under this agreement, Page 4 of 4 B. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insured as respects; liability arising out of activities performed by or on - behalf of the Consultant,'products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. I The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or selfAnsurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a; claim is imdc or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each`insurance policy required ill this item shall be endorsed to state that coverage shall not be suspended, voided or cancelled, except after thirty (30) days' prior written notice by certified snail has been given to the Town. Current certification of such insurance shall be. Kept on file at all times during the term of this agreement with the Town Clerk. D. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensEU•e that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for then respective employees. B. Subcontractors: Any subcontractors shall be required- to have and maintain, for the duration of the contract the insurance polices in this item, which shall be endorsed as required in Section C above. The Consul taut shall maintain current certification of such insurance on file at all times during the term of this agreement and make available for review by the 'Down, if requested, Page, 5of5 16, Indemnification The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at anytime arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work to the extent caused by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. 17. 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. 18, Governing Law This Agreement, regardless of where executed, shall be governed by and. construed to the laws of the State of California. Venue, for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara, 19, Termination of Agreem The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant, In the event of such tennination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to paragraph 6 hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination, 20, Amendment No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 21, Dispute In any dispute over any aspect of this Agreement, each party shall be, responsible for their own attorney's fees, including costs of appeal. 22. Entire Agreement This Agreement, including Exhibits A, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to irtodify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding -on either party. Page 6 of 6 IN'WITNFSS 'WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one. Town of Los Gatos by: Consultant by; Pamela Jacobs, Interim Town Manager Signature Approved as to Form: Oa:ry' . Korb, Town Attorney ATTEST: Michael B. Ross, AIA Print Name CEO Title Town of s G Los Gatos, California 3a'kx Rose, Clerk Administrator• Pap 7 of 7 AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT (Exhibit A) is entered into this the day of February, 2009, by and between the Town of Los Gatos, State of California, herein called "Town," and'Russ Drulis Cusenbery Inc, herein called "Consultant." RECITALS A. Town and Consultant entered into an agreement for design consultant services in March, 2007 ("Agreement "), a copy of which is attached hereto as (Attachment 1) and incorporated herein by reference. B. Additional design services for project 07 -22 — Los Gatos/ Monte Sereno Police Operations Building Project were required after the execution of the agreement in order to redesign the project to meet budgetary requirements. These design services were paid for with contract funds originally intended for construction support services, An additional $35,100 is required to cover the costs associated with construction support services. AMENDMENT Section 6 (Compensation) of the Agreement is hereby amended to add $35,100 to the total contract at an amount not to exceed $609,397 to cover the costs associated with construction support services for this project in accordance with (Exhibit C) attached hereto and incorporated herein by this reference. 2. All other terms and conditions of the Agreement dated March 2007 remain in full force and effect. EXT-IIBIT B IN WITNESS WHEREOF, the Town and Russ Drulis Cusenbeq Inc. have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos, by: Greg Larson Town Manager Reiss Drulis Cusenbery Inc, Recommended by: Todd Capurso Director of Parks and Public Worlcs ATTEST: Cleric Administer Approved as to Form: Orry P. Korb, Town Attorney 18294 Sonoma Highway Sonoma CA 95476 TEL 707 996 8448 FAX 7079968542 ARCHITECTURE February 9, 2009 Kevin Rohani, P.E., Town Engineer Parks and Public Works Department Town of Los Gatos 41 Miles Ave. Los Gatos CA 95031 EXHIBIT C W 1 5 �w Y• Reference: Revised Proposal for Los Gatos Police Services Building: Additional Architecture and Engineering Services -- Design Changes and Additional Construction Meetings Dear Kevin: RossDrulisCusenbery Architecture, Inc, (RDC) is pleased to submitthis proposal for additional Architectural and Engineering Construction Contract Administration services forthe Los Gatos Police Department project. Additional Construction Meetings RDC's contract currently includes attendance at the pre construction meeting, and twelve construction meetings. Peryour request, RDCwill attend ten additional construction meetings. the attached fee includestravel time, meeting preparation, the meetings and meeting follow-through activities. The estimated cost for preparation for and attendance at ten additional construction meetings is $24,000.00 Additional Design Services Relocation of Emergency Generator The Town has decided to move the emergency generator to mitigate exhaust fumes that travel to neighboring properties. RDC proposes to provide additional design services for the fol lowing fees: Architect 2,500.00 Civil Engineer :1,500.00 Electrical Engineer 600.00 Landscape Architect 500.00 Total 5,100.00 Room 101 Door Location The Town has requested a change to the door location in room 101. RDC proposes to provide this additional service for the following fees: Architect 250 Structural Engineer 750.00 Total :1,000.00 EXHIBIT C RossDrulisCusenbery Architecture, Inc. February 9, 2009 Page 2 of 2 Additional Expenses To date, RDC has already expended more than the original $20,000 allowance for reimbursable expenses. The project will incur many additional expenses through completion, including plotting, printing, local travel, postage and delivery, and communications costs. We therefore request that an additional $5,000 be allocated to the projectforthe reimbursable expenses to be incurred through project completion. Total Request for Additional Services Ten Additional Meetings Emergency Generator Design Change Room 101 Door Relocation Additional Expenses Total $24,000,00 $5,100,00 $a,000.00 $5,000.00 35,100.00 Sincerely, Michael B. Ross, AIA, CEO RossDrulisCusenbery Architecture, Inc.