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CD Professional Planning Services 2016AGREEMENT FOR PROFESSIONAL PLANNING SERVICES This Agreement is made and entered into as of the .9-174 day of dLioZO%Z 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and the METROPOLITAN PLANNING GROUP, a California Corporation also known as the "M -GROUP" (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the recent departure of a Senior Planner in the Community Development Department has left a vacancy in the Planning Division of the Community Development Department; and WHEREAS, the Planning Division is in the process of recruiting to fill this vacancy with a an Associate or Senior Planner, however this process will take up to 6 months to complete; and WHEREAS, with the recent vacancy in the Planning Division and given the current workload of staff and the pace of planning services, the CITY has determined that a temporary Contract Planner is needed to supplement existing staffing during the timeframe necessary to complete the recruitment for the vacant position within the Planning Division of the Community Development Department; and WHEREAS, at the City's request, CONTRACTOR has submitted a proposal dated September 7, 2016 to provide Contract Planner services to the City, and said proposal is attached to this Agreement marked "Attachment LA" and incorporated herein by reference; and WHEREAS, CONTRACTOR has demonstrated through its statement of qualifications and prior work for the City of San Rafael, as well as other Cities, on other similar projects that it would be able to take on the responsibilities of Senior Planner for the CITY. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Planning Manager 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'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Heather Hines 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 professional services to fill in for the vacant Senior Planner position while the CITY advertises, recruits and selects a permanent replacement for this position, as more particularly described in "Attachment LA" hereto. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: CITY shall provide CONTRACTOR with a work space and materials and information necessary for CONTRACTOR to perform the services required by this Agreement. 4. COMPENSATION. CONTRACTOR shall perform duties and bill for services on a "time and material" basis, as work is needed by CITY, at the billing rate of $125/hr as presented in Exhibit "A" hereto, provided that in no event shall the total compensation paid to CONTRACTOR pursuant to this Agreement exceed ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000). Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. 3 The services to be performed under this Agreement shall commence on October yr 2016 and shall continue through June 30, 2017, unless earlier terminated as provided in Section 6 of this Agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of six months, provided that such extension shall not increase the total compensation authorized in Section 4 of this Agreement. 6. TERMINATION. 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. 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. 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. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, 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 dollars ($1,000,000) dollars per occurrence. 3. 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. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. Except for worker's compensation and employer's liability insurance, the insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. The insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for ongoing operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. The insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. 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. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, 4 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. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of nolicv laneuaze or specific endorsements evidencine the other insurance requirements set forth in this Aureement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 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's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Raffi Boloyan, Planning Manager Project Manager City of San Rafael 1400 Fifth Ave San Rafael, CA 94915-1560 Heather Hines M -Group 499 Humbolt St Santa Rosa, CA 95404 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. 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. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 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 fust above written. CITY OF SAN RAFAEL CONT TOR By JIM TZ, City na r Nan e: Title: FA N ('A ATTEST: en - W -e -e,2 -.'c ESTHER C. BERNE, City Clerk APPROVED AS TO FORM: Fe ROBERT F. EPSTEIN, Ci Attorn Attachmentl.A: M -Group Proposal for Senior Planner Staffing Assignment, September 7, 2016 8 ATTACHMENT 1 11—group a new design on urban planning r, P. u u r. policy planning • urban design • environmental review • historic preservation • community engagement • staffing solutions September 7, 2016 Mr. Raffi Boyolan, Planning Manager City of San Rafael 1400 5th Avenue San Rafael, CA 94901 RE: Senior Planner Staffing Assignment Dear Mr. Boyolan, Thank you for the opportunity to provide a short term staffing solution for the City of San Rafael. My understanding from our conversation is that the City's immediate need is for a Senior Planner on a part time to full time basis for approximately six months to help the City meet demand while recruiting for a permanent staff member. As we have discussed, M -Group Senior Planner Alicia Giudice is an ideal candidate for the assignment. Alicia has more than 17 years of experience in the planning field, including both private and public sector assignments and in a variety of jurisdictions in Sonoma and Marin counties. As you will see from Alicia's resume she has a broad range of experience, brings local planning knowledge of the North Bay, and is proficient in the broad range of skills essential to a senior planner. Alicia has previously worked in San Rafael so will be equipped to hit the ground running and provide assistance to the Planning Division immediately. Alicia is available to begin staffing for San Rafael two days per week starting on September 13th and increasing to four days per week by the first week of October. Alicia is available to commit to the six month duration as discussed. Additional flexibility in hours per week and contract duration are negotiable to best meet San Rafael's staffing needs. Based on M - Group's continued working relationship with the City we are offering a reduced hourly rate of $125 per hour for this assignment. I will look for contract documents and insurance certificate needs from you at your earliest convenience. Please let me know if you need anything additional from me to move forward with the necessary contract. Sincerely, =11 HEATHER HINES Principal hhines@m-group.us ATTACHMENT 1.A m-group.us 499 humboldt street, santa rola, CA 95404 707.540.0723 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: CDD Project Manager: Raffi Boloyan Extension: x3095 Contractor Name: M -Group Contractor's Contact: Heather Hines Contact's Email: 707.540.0723 x 206 or hhines@m-group.us O FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER CONTINUE ROUTING PROCESS WITH HARD COPY DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 9/7/2016 6 City Attorney Review and approve hard copy of signed 9/7/2016 agreement b. Email contract (in Word) & attachments to City 7 City Attorney I Review and approve insurance in PINS , and bonds Atty c/o Laraine.Gittens@cityofsanrafael.org j (for Public Works Contracts) 2 City Attorney a. Review, revise, and comment on draft agreement 9/19/2016 LAG 9 City Clerk and return to Project Manager 9/19/2016 LAG forwards copies to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 9/19/2016 Z contractor for their signature 4 Project Manager When necessary, *contractor -sinned agreement El N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval 10/3/2016 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 10/4/2016 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed /011fib agreement 7 City Attorney I Review and approve insurance in PINS , and bonds j (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official r olsll6 9 City Clerk i Attest signatures, retains original agreement and I forwards copies to Project Manager