HomeMy WebLinkAboutCC Resolution 10935 (General Plan; Mogavero Notestine)RESOLUTION NO. 10935
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
AUTHORIZING THE CITY MANAGER TO SIGN A PROFESSIONAL
SERVICES AGREEMENT WITH MOGAVERO NOTESTINE
ASSOCIATES FOR PROFESSIONAL PLANNING AND DESIGN
SERVICES TO ASSIST WITH THE COMMUNITY DESIGN CHARETTE
AND WITH LAND USE POLICY DEVELOPMENT PERTAINING TO
THE SAN RAFAEL GENERAL PLAN 2020 (P98-10)
(TERM OF AGREEMENT FROM OCTOBER 15, 2001 AND ENDING ON
MAY 1, 2002 -- MAY BE CONTINUED AN ADDITIONAL PERIOD OF
THREE MONTHS WITH APPROVAL OF CITY MANAGER)
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San
Rafael, a professional services agreement with Mogavero Notestine Associates, a copy of which
is hereby attached as Attachment A and by this reference made a part hereof, in an amount not to
exceed $40,000.
I, JEANNE M. LEONCII`lI, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council
of said City held on Monday, the 15`h day of October, 2001 by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Hel l er, Mi 11 er and Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Phillips
JE M. LEONCINI, City Clerk
ATTACHMENT A
AGREEMENT FOR PROFESSIONAL SERVICES
WITH MOGAVERO NOTESTINE ASSOCIATES TO PROVIDE PROFESSIONAL
PLANNING AND DESIGN SERVICES TO ASSIST WITH THE COMMUNITY DESIGN
CHARETTE AND WITH LAND USE POLICY DEVELOPMENT PERTAINING TO THE
SAN RAFAEL GENERAL PLAN 2020 (P98-10)
This Agreement is made and entered into this 15`h day of October, 2001 by and between the
CITY OF SAN RAFAEL (hereinafter "CITY"), and Mogavero Notestine Associates, a California
corporation (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY has determined that professional planning and design services are
required to assist staff with the preparation and production of the community design charette for the
San Rafael General Plan 2020; and,
WHEREAS, the CONTRACTOR has offered to render certain specialized planning,
design, and architectural rendering services in connection with this Project.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY. The City Manager shall be the representative of the CITY for all purposes
under this Agreement. The Principal Planner is hereby designated the PROJECT MANAGER for
the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution
of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR
to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. Michael G. Notestine is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as outlined in Exhibit
"A" attached and incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows:
a. provide appropriate technical data including an electronic base map and
other maps and photos as needed for background information, development of related documents
and general plan policies;
b. oversee coordination between CONTRACTOR and other consultants and
appropriate CITY staff,
c. provide mailings and related publicity for adequate notice of required
public meetings;
d. coordinate facilitators from the local planning and design community, as
well as translation services;
e. provide for room setup/take down, supplies, and food; and
f. reproduce documents.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR as described in the Scope of Work in "Exhibit "A," in a total amount not to
exceed $40,000, attached and incorporated herein. Payment will be made upon receipt by
PROJECT MANAGER of itemized invoices submitted by CONTRACTOR, with 25% ($10,000)
to be paid after completion of Step One of the Scope of Work, 25% ($10,000) to be paid after
completion of Step Three of the Scope of Work, 25% ($10,000) to be paid after completion of Step
Four of the Scope of Work, and 25% ($10,000) to be paid after receipt of all products as listed in the
scope of work.
5. TERM OF AGREEMENT.
The term of this Agreement shall commence on October 11, 2001 and end on May 1, 2002.
Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of
this Agreement shall be extended for an additional period of three months.
• u MKON1
A. Discretionary. Either party may terminate this Agreement without cause upon
thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to
cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such
notice, within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
2
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and
materials prepared for or relating to the performance of its duties under this Agreement, shall be
delivered to CITY as soon as possible, but not later than thirty (30) days after termination.
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of
the other party, and any attempt to so assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.
10. INSURANCE.
A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense
to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum amount
of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or
property damage;
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million ($1,000,000) dollars per occurrence;
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount
of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's
performance of services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by section 10. A., shall
also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or coverage
maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution;
2. Except for professional liability insurance, the insurance policies shall be
endorsed for contractual liability and personal injury;
3. Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as
additionally named insureds under the policies.
4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of
Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming
CITY, its officers, agents, employees, and volunteers, as additional named insureds under the
policies.
5. The insurance policies shall provide that the insurance carrier shall not
cancel, terminate or otherwise modify the terms and conditions of said insurance policies except
upon thirty (30) days written notice to City's Risk Manager.
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than
five years;
7. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
C. If it employs any person, CONTRACTOR shall maintain worker's compensation
and employer's liability insurance, as required by the State Labor Code and other applicable laws
and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability
for injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies
must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's
option, the deductibles or self-insured retentions with respect to CITY shall be reduced or
eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment
of losses and related investigations, claims administration, attorney's fees and defense expenses.
11. INDEMNIFICATION.
CONTRACTOR shall indenulify, release, defend and hold harmless CITY, its officers,
agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or
expense of any kind, including attorney's fees and administrative costs, to the extent arising out of or
resulting from any acts or omissions, intentional or negligent, of CONTRACTOR or
4
CONTRACTOR'S officers, agents and employees in the performance of their duties and
obligations under this Agreement.
12. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
15. NOTICES.
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or
if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as
follows:
TO CITY: Linda Jackson, Principal Planner
Community Development Department
City of San Rafael
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR: Michael G. Notestine
Mogavero Notestine Associates
2012 K Street
Sacramento, CA 95814
5
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
18. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under
any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments,
unpaid checks or other amounts.
19. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or
violation of the same or other term, covenant, condition, ordinance, law or regulation. The
subsequent acceptance by either party of any fee, performance, or other consideration which may
become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding
breach or violation by the other party of any term, condition, covenant of this Agreement or any
applicable law, ordinance or regulation.
6
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any
and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer
identification number is 68-0235788, and CONTRACTOR certifies under penalty of perjury that
said taxpayer identification number is correct.
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
jeManager
APPROVED AS TO CONTENT:
LINDA JAC N, Principal Planner
ATTEST:
GARY T.
City Clerk
CONTRACTOR
Attorney
Name: V U�r-- OE
Title: 4P t A1C.► fAt
7
EXHIBIT A
San Rafael General Plan 2020 Community Design Charette
Scope of Work
Work with staff to collect and prepare background information.
➢ Collect all background materials relative to the 2020 General Plan including but
not limited to aerial photographs, AutoCAD base maps, background reports, draft
elements, zoning ordinance, and design guidelines.
➢ Spend two to three days in San Rafael and conduct meeting with staff and with
the Mapping Subcommittee and General Plan Steering Committee to discuss the
charette process and planning issues. During that time, tour the entire community
and the four to six focus areas with key staff to review the existing context of the
and key issues.
➢ Meet with staff to define program for the charette.
➢ Prepare a graphic map summarizing issues.
2. Meet with the Outreach Subcommittee, Mapping Subcommittee and General Plan Steering
Committee as appropriate for initial background on policy work to date, issues and
conflicts to resolve. (1 hour)
➢ Discuss issues & focus areas to be worked on during the charette.
➢ Discuss charette program.
➢ Discuss best methods to attract participants with the Outreach Subcommittee.
3. First public meeting to review background information, tour the focus areas and obtain
public input.
➢ Prepare flier, Web Page announcement, poster and mailer.
➢ Prepare facilitators instruction packet.
➢ Prepare charette participant packet.
➢ Train facilitators in the morning prior to arrival of the participants.
➢ Conduct charette.(6 to 8 hours)
➢ Meet with staff to discuss and refine options based on input from the charette.
➢ Prepare charette summary including participant input, draft options, ideas and
images.
4. Second public meeting to share draft options and ideas and solicit feedback.
➢ Prepare facilitator instruction packet.
➢ Prepare charette participant packet.
➢ Train facilitators in the morning prior to arrival of the participants.
➢ Conduct charette. (6 to 8 - hours possibly setup similar to a planning fair or the
Open House conducted in May - having a booth for each of the focus areas any
other major issues that came out of the first charette, having facilitators
chronicling participant comments, followed by open group dialogue).
➢ Meet with City staff to discuss and refine input from the charette.
➢ Prepare charette summary.
. Mapping Subcommittee meeting for dialogue and direction. (2 hours)
➢ Present both charette summaries.
6. Presentation to the General Plan Steering Committee. (2 hours)
➢ Present both charette summaries.
Products: original and CD-ROM that includes:
➢ General policy recommendations related to design and land use in memorandum form,
➢ Issues map(s),
➢ Two charette summaries,
➢ One land use map for each focus area,
➢ Charette graphics in digital form, and
➢ Two or three street illustrations and or bird's eye or axonometric drawing as appropriate
for each of the focus areas.
AMENDMENT
PROFESSIONAL SERVICES AGREEMENT'
This Amendment to the Professional Services Agreement is made and entered into this Td
ay of June, 2002, between the City of San Rafael, a Municipal Corporation (hereinafter
referred to as "CITY') and Mogavero Notestine Associates, a California Corporation
(hereinafter referred to as "CONSULTANT").
WHEREAS, CITY and CONSULTANT entered into a Professional Services
Agreement dated October 15, 2001 to assist with the Community Design
Charrette and with Land Use Policy Development for General Plan 2020;
and,
WHEREAS, CITY desires to amend said Professional Services Agreement to extend
the contract for completion of the Charrette summary report and the
presentation to the General Plan Steering Committee, scheduled for June
13, 2002.
NOW, THEREFORE, it is agreed by and between CITY and CONSULTANT that
section 5, "Term of the Agreement," shall be amended to terminate the
agreement on August 1, 2002.
IN WITNESS WEREOF, the parties hereto have executed this Agreement as of the day,
month, and year first set forth above:
CI'T'Y CONSULTANT — Mogavero Notestine Associates
City Manager Mike Notestine
ATTEST:
4 • P_ n /._►...I_.1