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HomeMy WebLinkAboutCC Resolution 8892 (St. Vincents-Silviera Meeting Facilitation)RESOLUTION NO. 8892 A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL APPROVING A $5,500 CONTRACT WITH GEOFF BALL OF GEOFF BALL & ASSOCIATES TO FACILITATE ST. VINCENT'S/SILVEIRA MEETINGS WHEREAS, the St. Vincent's/ Silveira Advisory Committee and City Council approved a work program for the St. Vincents and Silveira Study on April 20, 1992. The Work Program was for a Constraints and Opportunities Analysis, and was expected to lead to a General Plan Amendment for the St. Vincent's/ Silveira site; and WHEREAS, reaching a Committee consensus on a General Plan amendment is considered critical to the success of the project; and WHEREAS, the Committee desires to engage the CONSULTANT to facilitate final Committee meetings to assist in the process of reaching consensus recommendations; and WHEREAS, CONSULTANT comes highly recommended, has many years experience facilitating similar projects, represents that he is qualified to perform such services and is willing to perform such professional services as hereinafter defined. WHEREAS, funds are available from the St. Vincent's/Silveira Land Use Competition budget to hire said CONSULTANT. NOW THEREFORE BE IT RESOLVED, the City Council hereby approves an agreement with Consultant, copy of which is attached hereto and made a part hereof by reference. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager and City Clerk to execute said agreement on behalf of the City of San Rafael. I, JEANNE M. LEONCINI, 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 Council of said City on Monday, the 17th of May, 1993, by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Cohen, Shippey, Thayer & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None Foe JEANN M. LEONCINI, City Clerk ORIGINAI 4188�Z PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this 17th day of Mav , 1993, between the CITY OF SAN RAFAEL a Municipal Corporation (hereinafter referred to as CITY) and GEOFF BALL, OF GEOFF BALL AND ASSOCIATES (hereinafter called CONSULTANT). A. RECITALS: WHEREAS, the St. Vincent's/Silveira Advisory Committee and City Council approved a work program for the St. Vincents and Silveira Study on April 20, 1992. The Work Program was for a Constraints and Opportunities Analysis, and was expected to lead to a General Plan Amendment for the St. Vincent's/ Silveira site; and WHEREAS, reaching a Committee consensus on a General Plan amendment is critical to the success of the project; and WHEREAS, the Committee desires facilitate final Committee meetings consensus recommendations; and to engage the CONSULTANT to to assist in the process of reaching WHEREAS, CONSULTANT represents that he is qualified to perform such services and is willing to perform such professional services as hereinafter defined. WHEREAS, funds are available from the St. Vincent's/ Silveira Land Use Competition budget to hire said CONSULTANT. NOW, THEREFORE, it is agreed by and between CITY and CONSULTANT as follows: B. AGREEMENT 1. DEFINITIONS: The following definitions shall apply to the following terms, except where the context of this agreement otherwise requires: (a) Commencement of Services: Consultant agrees to commence work immediately after the date of the signing of this contract. (b) Completion of Services: Completion of the tasks described in Exhibit A, 1993 CQi'Y 2. CONSULTANT AGREES AS FOLLOWS: (a) CONSULTANT shall undertake and complete the services described in Exhibit A attached hereto. 3. CITY AGREES AS FOLLOWS: (a) In consideration of CONSULTANT'S Agreement to perform well and sufficiently and in a skillful and professional manner the services contemplated herein, CITY agrees to pay CONSULTANT an amount not to exceed $5,500. This amount is the Facilitator Fee and includes time, travel, phone and FAX costs associated with the project. Consultant shall be paid monthly upon receipt of invoice, with the total amount to be divided among the 7 months of the contract, or $786/month. 4. CITY AGREES TO PROVIDE TO CONSULTANT: (a) Staff assistance with printing agendas, mailings to Committee, and similar tasks on an "as needed" basis. This includes working as a flip chart recorder for the CONSULTANT, when needed. (b) Such information as is generally available from CITY files applicable to the project. (c) Assistance, if necessary, in obtaining information from other governmental agencies or private parties. 5. OWNERSHIP OF DOCUMENTS: All documents, originals, and correspondence developed by the CONSULTANT that directly relate to the content of the project during the course of the facilitated meetings shall become the property of the CITY and shall be delivered to the CITY. Materials supplied by the CONSULTANT to brief the Committee on process remain the property of the CONSULTANT, but may be used by the City in this or subsequent projects, with proper credit given to the CONSULTANT . 6. STATUS: CONSULTANT is an independent contractor and shall not be deemed, directly or indirectly, to be an officer or employee of the CITY. 04 7. AFFILIATION: During the length of the St. Vincent's/Silveira Opportunities and Constraints Study, no member or affiliate of the CONSULTANT or CONSULTANT team shall be an employee of a property owner of the two properties involved in the Study. 8. TERMINATION: (a) The CITY reserves the right to terminate this Agreement at any time by providing written notification to the CONSULTANT. Should said notification be received by the CONSULTANT, all work under this Agreement shall terminate, except for what minor work is required to provide the City with a clear understanding of work completed and work remaining. (b) CITY shall pay CONSULTANT all sums then due and unpaid under this Agreement, including sums for work not completed, but in preparation. Payment by CITY of such compensation shall be considered full and final settlement for all work performed by the CONSULTANT under this Agreement. (c) Upon receipt of final payment, all materials and documents that directly relate to the context of the project, whether finished or not, shall become the property of and shall be delivered to the CITY, as noted above in Article #5.. (d) It is mutually understood and agreed that this Agreement shall be binding upon the CITY and upon the CONSULTANT, their successors, executors, or administrators. Neither this Agreement nor any part thereof, nor any monies due or to become due under this Agreement may be assigned by the CONSULTANT without the written consent of the CITY. 9. NOTICES OF DESIGNATED REPRESENTATIVES: Any and all notices, demands, invoices and written communications between the parties hereto shall be addressed as set forth in this paragraph 9. The below named individuals, furthermore, shall be those persons primarily responsible for the performance by the parties under this Agreement: CITY: Jean Hasser, City of San Rafael Planning Department, PO Box 151560, San Rafael, CA 94915-1560 415-485-3085 CONSULTANT: Geoff Ball, Geoff Ball & Associates, 164 Main Street, Suite 210, Los Altos, CA 94022 3 Any such notices, demands, invoices and written communications, by mail, shall be deemed to have been received by the addressee 48 hours after deposit thereof in the United States mail, postage prepaid and property addressed as set forth above. 9. INSURANCE AND HOLD HARMLESS: (a) CONSULTANT shall be responsible to provide automobile, worker's compensation, health, personal liability and such other insurance as it desires to protect itself, its employees and subcontractors, at its own expense. (b) CONSULTANT agrees to hold CITY harmless from and against liability arising out of CONSULTANT negligence in connection with the performance of the work described in the attached Exhibit A. 10. ARBITRATION: All claims or disputes between the CITY and the CONSULTANT relating to this Agreement shall be decided by arbitration in accordance with the rules of the American Arbitration Association, conducted in Marin County under the laws of the State of California. The decision of the arbitrator shall be final and binding on the parties. In interpreting the provisions of this Agreement, the arbitrator may make an award of costs and fees, including attorney's fees necessitated by arbitration. 11. ASSIGNMENT: No Assignment of this Agreement or of any part or obligation of performance hereunder shall be made, either in whole or in part, by CONSULTANT without prior written consent of CITY. 12. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. ALTERATIONS: This Agreement may be modified, as necessary, for the successful and timely completion of the services to be provided. Any alteration shall be expressed in writing, as an amendment to this Agreement and shall be approved by both parties. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above: CONgULT YA CITY City Manager Pamela J. Nicolai ATTEST: Ci � ty lerk Jeanne M. Leoncini 5 APPROVED AS TO FORM ---- -- City Attorney Gary T. Ragghianti EXHIBIT A to Professional Services Agreement by and between the City of San Rafael and Geoff Ball of Geoff Ball & Associates, herein Consultant. Consultant agrees to personally facilitate five two- hour meetings and three six- hour St. Vincent's/Silveira Advisory Committee meetings over the course of seven months: from May to November, 1993. The purpose of the meetings is to assist the Committee in developing consensus land use recommendations for the St. Vincent's/ Silveira site. Facilitation duties include assisting staff and/or the St. Vincent's/Silveira Subcommittee in preparing such meeting agendas and materials, travel time, FAX and telephone costs. C