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CD Planning Services; Density BonusAGREEMENT FOR PROFESSIONAL PLANNING SERVICES This Agreement is made and entered into this [4ej!�_day of P* 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Seifel Consulting, Inc (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has experienced an increased number of inquiries from the development community about projects requesting a density bonus and concessions, including projects that are requesting major concessions; and WHEREAS, the CITY's density bonus ordinance requires the following from projects that request a major concession: 1) the submittal of pro forma in conjunction with any request for a major concession; and 2) the peer review of any financial pro forma that is submitted; and WHEREAS, the CITY does not currently have submittal requirements or a financial expert on staff to either develop the submittal requirements nor perform the required peer review; and WHEREAS, the CITY needs to provide the development community with information on the scope and content of financial pro forma's and seeks the assistance of a qualified expert to develop a checklist; and WHEREAS, the CITY also needs the expertise of a qualified third party economist to review and evaluate any pro forma's that are submitted in conjunction with a request for a State Density Bonus and major concession;.and WHEREAS, at the CITY'S request, CONTRACTOR has submitted a proposal dated April 27, 2017 to provide Real Estate Advisory Services to the CITY, and said proposal is attached to this Agreement marked Exhibit "A" and incorporated herein by reference; and WHEREAS, CONTRACTOR has demonstrated through their statement of qualifications and prior work for the City of San Rafael, as well as other Cities, on other similar projects that he would be able to take on the responsibilities to provide these services for the CITY. The CITY has determined that a sole source selection process for services is appropriate; and WHEREAS, the City will collect the actual cost's incurred of the peer review for a specific project from each specific developer of projects that are required to submit a financial pro forma, as outlined in the City's Density Bonus Ordinance; Rev. Date: 4.27 2017 U-3 -x'97,4 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 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Libby Seifel of SEIFEL CONSULTING, INC, 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 CONTRACTOR'S PROJECT DIRECTOR shall perform the duties and/or provide professional services as specified in the attached Exhibit "A" proposal. 3. DUTIES OF CITY. CITY shall pay the hourly billing rate compensation as provided in Section 4 of this Agreement. 4. COMPENSATION. CONTRACTOR shall perform duties and bill for services on a "time and material" basis, as work is needed by CITY, as presented in Exhibit A. For this Agreement, compensation shall not exceed a total of $20,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The services to be performed under this Agreement shall commence on as of the date first hereinabove written and shall continue through April 30, 2019, unless earlier terminated as provided in Section 6 of this Agreement. Upon mutual agreement of the parties, and Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 2 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. 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. 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. Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 3 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 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. 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 two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. 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. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 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. 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. Except for professional liability insurance, the insurance policies shall Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 4 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. 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. 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, 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 Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 5 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 policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. 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. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 6 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 terns 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: Raffi Boloyan, Planning Manager Project Manager City of San Rafael 1400 Fifth Ave San Rafael, CA 94901 Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 7 TO CONTRACTOR: Elizabeth (Libby) Seifel Seifel Consulting, Inc 580 California St, 12`h Floor San Francisco, CA 94104 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 Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 8 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. Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 9 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL J CHUTZ, City Mp ger ATTEST: Z -e_7 e_,� t-- 4ke4Rt4� , ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, qty Af6mey CONTRACTOR M!rg.4 �% Title: President Exhibit A: Seifel Consulting, Inc Re: Proposal to Provide Real Estate Advisory Services, April 27, 2017 Professional Services Agreement Between City of San Rafael and Seifel Consulting, Inc Page 10 April 27, 2017 Raffi Boloyan Planning Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: Proposal to Provide Real Estate Advisory Services Dear Mr. Boloyan, Seifel Consulting appreciates this opportunity to provide real estate advisory services to the City of San Rafael (City). As we have discussed, the City has observed an increase in the number of developers seeking development concessions that require the submittal of a financial pro forma to demonstrate why the concessions are needed. The City is seeking guidance on the submittal requirements, and may also require due diligence review of the financial pro formas. The purpose of Seifel's initial work program would be to help the City establish a submittal checklist of information that should be submitted as part of the financial pro forma from developers requesting development concessions from the City. The second part of Seifel's proposed work program would be to act as peer reviewer of financial pro formas that the City receives. For this work effort, we will leverage our experience and knowledge gained from advising on numerous developer proposals, as well as our previous experience providing due diligence advisory services to the City on Lennar North's 1001 Fourth Street project, for which Seifel analyzed the developer pro forma, including all cost and revenue assumptions. Seifel has prepared similar submittal requirements for developer solicitation processes and provided due diligence on developer financial proposals for numerous communities throughout California. We routinely analyze pro forma models, with a particular focus on performing due diligence on key revenue and cost assumptions as well as the underlying methodology to measure financial feasibility. This proposal includes a work program and fee range for advisory services to be performed and is designed to serve as a contract should you wish to proceed. Please don't hesitate to contact us with any questions or suggested modifications to the proposed scope of work. 580 California Street 12th Floor San Francisco CA 94104 1 415-618-0700 1 www.seifel.com Exhibit A A. Proposed Work Program Based on our initial discussions, Seifel Consulting (Seifel) proposes to perform the following tasks during the initial phase of work, and the work program will be refined during Task 1 in collaboration with City staff and outside counsel. Task 1: Development of a Developer Pro Forma Checklist The purpose of Task 1 will be to help the City establish a submittal checklist of baseline information that needs to be provided as part of the financial pro forma process, as required by the City's Municipal Code Section 14.16.030. This information would then be used in the evaluation of financial pro forma submittals. The submittal checklist would be intended as an initial evaluation tool; more detailed financial pro forma requirements would be established during the peer review process in Task 2. We will initiate the project by facilitating conference calls to review the objectives of this work effort, gather baseline data and refine the work plan with City staff and outside legal counsel, as needed. As part of this process, we will perform the following steps: • Gather and review relevant information regarding the City's affordable housing program requirements as described in Municipal Code Section 14.16.030, as well as any proposed changes that are being considered with respect to recent changes in State Density Bonus Law. • Gather and review recent financial pro forma information that the City has received from developers on development proposals. • Determine how to most efficiently accomplish this work program and establish a schedule for the preparation of the submittal checklist. • Discuss potential options regarding what would be included in the checklist with City staff and legal counsel, which could include an evaluation of how the different types of concessions could conceptually affect financial feasibility and whether they should be treated differently. • Prepare a draft checklist for review and update it as needed based on comments from City staff and legal counsel. Throughout the work effort, Seifel staff will communicate via phone and e-mail with City staff and the developer. These meetings calls will be scheduled periodically and will serve to evaluate the progress of the project work, obtain additional information and review work performed to date. Task 2: Due Diligence and Additional Advisory Services Seifel is available to perform peer review and due diligence on financial pro formas that the City receives, as well as to provide housing and real estate advisory services as needed. Our due diligence work typically includes the following: • Review the financial pro forma, which may be done on a confidential basis.' • Utilize current data and reports available through the City and or the developer to verify the revenue assumptions in the pro forma, including pertinent market studies, as well as readily available market data on residential rents and/or sales prices. Ideally, the developer will provide Seifel with an electronic version of its pro forma, however, their spreadsheets are often considered proprietary and confidential. Having an electronic version allows us to more efficiently evaluate and understand how various assumptions are applied and to verify the calculations. Seifel would keep confidential all information and spreadsheets provided by the developer regarding the development. Based on the findings of due diligence efforts, Seifel may request that the developer explain and/or revise the initial pro forma. MM Page 2 • Evaluate the developer's assumptions for hard and soft costs, including overhead, insurance, professional services, financing costs and other soft costs, in collaboration with the City's Building and Public Works Department. (If the City and Seifel determine additional due diligence is required on the hard construction costs, a cost estimator may be retained to evaluate the reasonableness of the hard construction costs.) • Determine how the developer has incorporated allowances for contractor overhead and profit, as well as developer overhead and profit. • Evaluate the developer's revenue assumptions for the project, including rents and other income. • Review compliance with the affordability restrictions and requirements of any of the various funding sources the developer has proposed for the project. • Assess the likelihood of obtaining all of the funding sources assumed by the developer. Seifel is also available to provide additional housing and real estate advisory services upon client approval, which may include, but are not limited to: • Prepare presentations, attend and or facilitate additional public meetings, as requested. • Prepare additional drafts or revisions of work products other than described above. • Provide negotiation assistance on development proposals. • Provide additional advisory services, as mutually agreed upon, including housing market analysis, policy and program design, and housing related projections. These additional services would be billed on a time and expenses basis based on the attached billing rates up to an agreed upon budget, where appropriate. B. Work Product The work product of the first phase of this work effort will be defined in Task 1 but is anticipated to consist of a submittal checklist. Given the nature of the work program, future work products will be defined as work is undertaken, with deliverables for each future task mutually agreed upon by the end of the prior task. We anticipate providing one draft and one final copy of each work product in electronic (PDF and Word) format. C. Schedule The timeline for this work effort will be outlined in Task 1 and refined as work progresses. D. Overview of Compensation Based on our discussion and on our understanding of the assignment, Seifel proposes to bill on a time and materials basis for Task 1, up to $6,000, with the budget for Task 2 to be determined based on agreement on the nature of the work product and the amount of meetings required in the first phase. Upon the completion of Task 1, we will work with the City of San Rafael to outline the remaining work to be undertaken and would propose an amended budget amount, at that time. E. Contract Provisions The terms of compensation and general contract provisions, described in Exhibit A, are incorporated into this contract by this reference. This letter agreement and attached exhibits constitute a legally binding contract, setting forth the terms and conditions under which Seifel (Consultant) shall perform services for the City of San Rafael (Client) in conjunction with this work program. Page 3 This letter has been signed by Elizabeth Seifel and once countersigned by you, represents a legally binding contract between us or will serve as an exhibit to a standard City of San Rafael contract. By: _ Elizabeth (Libby) Seifel April 27, 2017 President, Seifel Consulting Inc. By: City of San Rafael Date Page 4 Exhibit A: Contract Terms Seifel Consulting Inc. bills on a time and materials basis, using the following rates for 2017. Billing rates are subject to annual revision. Seifel 2017 Hourly Rates (Time) President $250 Senior Managing Consultant $195 Consultant $125 Analyst $115 Research Analyst $105 Administrative Support $80 Testimony as expert witness at court trials, administrative hearings, and depositions will be billed at 2000 a of the above rates. Expedited work at client's request will be billed at 1509 o time (Rush Fee). Expenses (Materials) Seifel Consulting Inc. bills expenses as follows: • In order to lessen time-consuming paperwork and processing costs, a 2% overhead charge will be added to each invoice to cover a portion of reimbursable expenses, including phone charges, in-house photocopying/printing, delivery charges and miscellaneous other charges under $25. Other costs as itemized below, which differ significantly by client will continue to be billed separately. • Photocopying. report reproduction charges with a combined total exceeding $25 per month will be billed at 10 cents per black & white single -sided letter page (20 cents for a ledger -sized page) and one dollar per color single -sided letter page (two dollars for a ledger -sized page), except for bulk reproduction of reports, which is charged on a direct reimbursable basis. • Delivery service charges above $25 per month will be billed at cost. • Travel costs will be billed on a direct reimbursable basis. Automobile mileage charges will be billed based on the Internal Revenue Service Optional Standard Mileage Rate. Other travel and per diem expenses, including airfare, automobile rental and hotel (if necessary) are charged at actual cost. • Interest on all outstanding invoices that are past 30 days will be calculated based on a 10% yearly rate or a daily rate of .02740 o. Subcontractor Management Upon client approval, where Seifel Consulting Inc. is managing subcontractor(s), a contract administrative charge of 10'o will be applied to all subcontractor invoices. General Contract Provisions Invoicing Seifel shall invoice Client on a monthly basis for all hourly services performed and all reimbursable expenses incurred by Seifel during the preceding month. Invoices are due and payable by Client within thirty (30) days of invoice date. Invoices not paid by Client within thirty (30) days of invoice date shall commence bearing interest on the 31st day after invoice date at the rate of 10°o per annum until they are paid in full. Page 5 Delinquent Payment/Work Stoppage If at any time Client is more than thirty (30) days delinquent with respect to an undisputed invoice, Seifel reserves the right to stop performing services under this letter agreement without any liability whatsoever to Client for damages of any kind client may incur in connection with Seifel's work stoppage. Good Faith Disputes In the event of any good faith dispute with regard to any portion of any Seifel invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts paid to Seifel shall be paid with interest at the rate set forth above, accruing from the 31st day after the invoice date. Any disputes concerning Seifel's invoices must be addressed by Client in writing to Seifel within thirty (30) days of the invoice date. The absence of any such inquiries within the thirty (30) day period shall be deemed an unequivocal acceptance of Seifel's services and an agreement with Seifel's charges for all such services/materials. Client Information Client shall promptly provide Seifel with all of the information, surveys, reports, and professional recommendations requested by Seifel in order to provide its professional services. Seifel may rely on the accuracy and completeness of these items. Independent Contractor Status It is understood that Seifel, in performing the services described in this letter agreement, shall act as and be an independent contractor, and not an agent or employee of Client. Nothing in this letter agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee; it is expressly acknowledged that Seifel is not an employee of Client for federal or state tax purposes. Seifel shall retain the right to perform services for other ventures or concerns during the term of this letter agreement. Confidentiality During the term of Seifel's rendition of services to Client under this letter agreement, both parties will have access to confidential information made available by the other. Each party shall use the confidential information of the other only in connection with this letter agreement, and each party shall protect such confidential information in the same manner as it protects its own confidential information of like kind. Limitation of Liability It is expressly understood and agreed that under no circumstances shall Seifel be liable to Client for any errors or omissions in Seifel's work product caused by Client furnishing erroneous, incomplete or misleading data, information, figures, and/or assumptions to Seifel. Neither party shall be liable to the other for any breach under this letter agreement in an amount more than the total fees to be paid Seifel under this letter agreement. Neither party shall be liable for damages for lost profits, lost business opportunities, lost data or for any consequential exemplary, incidental, indirect, economic or punitive damages arising out of this letter agreement, however caused, and whether arising under contract, tort (including negligence) or any other theory of liability. Client acknowledges that Seifel's fee structure and other charges have been based upon the inclusion of the immediately preceding sentence in this letter agreement. Page 6 RAFq�! 1 S 2 � y0 /TY WITH I" h 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: Community Development Project Manager: Raffi Boloyan Extension: 3095 Contractor Name: Seifel Consulting, Inc Contractor's Contact: Libby Seifel, 681-0700 Contact's Email: libby@seifel.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 4/27/2017 ❑ 4/27/2017 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 12 City Attorney a. Review, revise, and comment on draft agreement 4/28/2017 and return to Project Manager 4/28/2017 ® ETD b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ® ETD 3 Project Manager Forward three (3) originals of final agreement to 5/3/2017 contractor for their signature 4 Project Manager When necessary, * contractor-sil;ned agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here toenter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney I x11Q11� 1 with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement / 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager