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PW Interior Design Services; Essential FacilitiesAGREEMENT FOR PROFESSIONAL INTERIOR DESIGN SERVICES WITH EILEEN KALLAWAY This Agreement is made and entered into this l-2 H, day of .5E&614A +e2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and EILEEN KALLAWAY (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional interior design consulting services are required in connection with the City's reconstruction of Fire Station #52, 210 3d Street, San Rafael and Fire Station #57, 3530 Civic Center Drive, San Rafael, CA; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Eileen Kallaway is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide the services as set forth in the "Scope of Work" in CONSULTANT's "San Rafael Fire Station 52 and 57 Combined Proposal" dated April 30, 2017 and revised/updated on July 18, 2017, attached hereto as Exhibit 1 and incorporated herein by reference. 14 -3 LPLOq X l2-22 DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall cooperate with CONSULTANT as necessary for performance of the CONSULTANT's duties hereunder. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis at the rate of $100.00 per hour plus reimbursement of expenses, subject to prior approval of the CITY, as detailed in Exhibit 1 attached, in a total amount not to exceed $20,000. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on July 31, 2018 when the work shall have been completed, unless the parties agree to extend this Agreement for another 90 days, as approved in writing by City Manager. b. 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 CONSULTANT and any and all of CONSULTANT'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. Upon completion of all work under this Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this Agreement will automatically be vested in the CITY; and no further agreement will be necessary to transfer ownership to the CITY. CONSULTANT shall furnish to CITY all necessary copies of data needed to complete the review and approval process. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT 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. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of three hundred thousand dollars ($300,000) per person and five hundred thousand dollars per occurrence; and a personal liability umbrella policy in the minimum amount of one million dollars ($1,000,000). 11. INDEMNIFICATION. CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, agents, employees and volunteers, from any claim, demand or liability that is related to, or results from the negligent acts or omissions or the willful misconduct of CONSULTANT or its officers, employees, or agents in connection with the services provided under this Agreement. 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. CONSULTANT 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. CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT 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 CONSULTANT 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 CONSULTANT's Project Director: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Eileen Kallaway 13A- 31.. 7,X J., CA 3.49ft S )k N A r -J SE-1-V'n` , C. A - G Li 9110 L1L 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT 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 ATT'ORNEY'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 / OTI-1ER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT 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 CONSULTANT 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 first above written. CITY OF SAN RAFAEL JIM S UTZ, City a r ATTEST: ESTHER C. Clerk APPROVED AS TO FORM: L 0-1 ROBERT F. EPSTEIN, Ci Atto y CONSULTANT Z.P � EILEEN KALLAWAY / BEIRNE, City EXHIBIT 1 April 30, 2017,* revised Updated July 18, 2017 Interior Design Proposal *City of San Rafael 111 Morphew Street San Rafael, California 94901 And Kallaway Design SNri Pr'NSCLvY,c, CA - g t-lq 6 O *Attention: Cindy Ray ( t5 ILS Re: San Rafael Fire Station 52 and 57 Combined Proposal Kallaway Design proposes to provide interior design services to supplement Mary McGrath Architects design team for the new Fire Stations 52 and 57 in San Rafael, California. Project Description The project consists of providing furniture services for the two new replacement City of San Rafael Fire Stations - Fire Station 52 and 57. K D is assuming for this proposal that the project programs are similar, schedules, interior finishes and furniture styles the same, resulting in savings of design time and services, with the two Fire Stations designed as one project, although two buildings. Services are included for meetings with both Fire Station representatives, with some time for items specific to each station. If the Fire stations should be designed as two separate projects- the design services would be amended for approval. KD will provide furniture interior design services for areas to include Reception, Public Lobby, Meeting/Training Room, Office chairs, files and storage. Dormitory rooms(* to include special beds with storage below, desk and storage), Dayroom/Dining area, and will complement McGrath Architects Architectural design, and interior finishes selected by McGrath Architects.* Station 52 will include furnishings for the classroom, office area and storage. The program, adjacency studies, and schematic design, prepared by McGrath Architects will be reviewed and incorporated into the interior design. McGrath Architects will provide KD with samples of the interior finishes selected. KD will select furniture and furniture finishes to complement the interior architectural finishes. KD will be available to assist in the detailed interior finish selections if requested, as an additional service. KD will participate in program meetings regarding specific area/room requirements as it relates to furniture. Scope of Work- Basic Services Programming Attend a program review meeting/ project work session with McGrath Architects, to review the project program, project goals, and Architectural design and interior finishes. Review specific area functions and requirements, review McGrath Architects millwork cabinetry furniture such as office workstations, dormitory lockers etc, and specific finishes and materials selected. Attend 2-3 program meetings with Fire Station 52 and 57 representatives to determine their specific needs for the reception, office areas, workstation requirements, filing and storage requirements, Dormitory, Dayroom/Dining room, training/classroom and other areas where furniture is needed. Space Planning/Furniture plans KD will prepare furniture plans on copies of McGrath's base floor plans. KD will define and detail the furniture components for the reception/public lobby, office areas, meeting areas, dayroom, dining, dormitory, classroom/training rm. per the furniture program meetings. KD will code the furniture plans and submit them to McGrath Architects to incorporate the furniture plans into the Contract Documents. Review the furniture plans with McGrath Architects, then present the plans to the Fire Station representatives and City of San Rafael. Furniture Budget KD will prepare a combined itemized furniture budget based on the furniture floor plans, for FS 52 and 57. The budget will include generic commercial grade furniture. The actual furniture selections will be priced during the furniture specification bidding process. Furniture Selection Based on the approved furniture budget, KD will select furniture, upholstery and materials, to complement the architecture and interior finishes and built in casework in the offices. KD requests that McGrath provide KD with samples of the interior finishes to coordinate the furniture finishes and fabrics to, complementing the interior architectural finishes. KD will prepare a furniture, material, upholstery scheme with alternates where appropriate. KD and McGrath will have a team meeting to review and refine the furniture scheme. KD will prepare a furniture and material presentation with loose materials, upholstery samples and catalog pictures of furniture pieces including task chairs, filing and storage units, standard dormitory furniture and chairs, dayroom furniture, dining chairs, classroom/training room furniture, and present to the client in a meeting for approval. One presentation is included in basic services. KD will provide minor revisions to the furniture/fabric selections and have one review meeting if necessary, included in basic services. Note: As an additional service if needed: KD can coordinate special design and coordinate with supplier for the special design for the dormitory bedrooms - chest beds, storage, nightstands, desks. ( similar to Novato Station 64 or Sausalito FS.) These pieces can be included in the furniture specifications and bid documents, or contracted directly with the supplier and City- since they are custom/ special casework. Formal Board or City Council meetings Design of special areas, requiring special or specific materials and equipment, coordination. with special area consultants Drapery, window treatment Artwork selection, graphics/signage program, plant specifications, accessories selection and specifications. Inventory Furniture/chair Demos, and coordination with Furniture representatives Alternate Gov't. or CMAS purchasing programs or public bid process documentation, coordination Coordination/CA with successful Furniture contractor, or owner's purchasing Dept. upon order entry by successful Furniture contractor. Compensation KD will provide basic services as described on an hourly service basis, at $100.00 an hour, plus reimbursable at cost plus 12%. Below is a list of tasks with an estimate by phase. KD has separated the phases of design, finishes and furniture. Services Description Hrs. Services Fee Program/Budget Project Orientation meeting, review architectural 4-4 design/ interior finishes with project team (2 ) Program mtgs. with Fire Station 52 and 57 4-6 Document Furniture needs - minutes of meetings 4-6 Prepare Combined itemized budget for FS 52 and 57, submit for review and approval 8-10 Subtotal Program/Budget 20-26 Furniture Floor Plan Prepare Furniture Floor plan- Fire Station 52 4-4 Prepare Furniture Floor plan- Fire Station 57 4-4 Submit to Architect, coordination with team 4-6 (1 ) mtg.to review furniture floor plans for -52 and 57 3-4 Subtotal Furniture Floor Plans 15-18 Furn. Selections: Presentation [KD will arrange with furniture manufacturers reps. to provide actual demo samples of furniture, i.e. dining chairs, office task chairs, or arrange showroom tour foe " Barcaloungers" for the dayroom, as an additional hourly service if requested and approved.] Additional client meetings, Board approval meetings, and formal presentation boards will be provided on an hourly basis as requested and approved, as an added service. Furniture Specifications Based on approved furniture and material selections, KD will prepare furniture specifications, coded to furniture floor plan for identification and location purposes. KD will submit the coded floor plans for McGrath Architects to include in the contract documents, prepared on McGrath Architects base plans. Furniture Bid Documents KD will prepare standard furniture bid documents, in sufficient detail to submit to three qualified furniture dealers for competitive bidding. Basic services include a bid package based on furniture specifications as presented and approved in the design presentation, no substitutions. The City of San Rafael is to submit any necessary documents to be included in the bid documents to Kallaway Design and identify a representative that KD can coordinate with during the bidding process thru award of bid to the successful furniture contractor. KD will assist the client to submit the bid package to three qualified bidders. KD will assist The City of San Rafael, and McGrath to analyze the furniture bids, and make recommendations for award of the successful bid. Contract Administrative Assistance Basic CA services would include approval of COM fabrics, review furniture material submittals submitted by the successful Furniture Contractor at order entry. KD will do a final walk thru and punch list upon delivery of the furniture. As an additional service, if needed and requested, KD would be available to monitor the furniture contract for conformance to the schedule and specifications, assisting the City of San Rafael purchasing agents with the furniture contractor. Additional Services Revisions to approved design selections, major reselections based on design meetings. Additional meetings, Formal presentation boards Furn. Fabric selections, obtain catalog pictures, finish samples for Fire Station 52,57 *Special Design Dormitory Chest beds, coordination *Classroom - station 52 furnishings, storage, office One team mtg., refine selections 3-4 Prepare presentation 6-8 (1) presentation -FS 52, 57 Minor refinements to presentation ( 1 mtg.) Subtotal *56-64 hrs. Furniture Specifications 3-4 22-24 * 10-10 * 6-6 6-8 Prepare Furn. Specifications- 52,57 28-32 Code Furn. plans, coord. with Architects team 10-12 ------------------------------------------------------------------------------------------------------------------------------- Subtotal- Furniture Specifications 38-44 hrs. Bid Documents Prepare Bid Documents, coordinate with the City of San Rafael reps. to obtain any bid docs. to be included. Assist City of SR to receive bids, review and award bid. 22-26 (Based on bid on furniture as specified, no substitutions) (Based on bidding both Station 52 and 57 as one bid) --------------------------------------------------------------------------------------------------------------------------------- Subtotal- Bid Docs. 22-26 hrs. Subtotal Furniture-T6ru Award of Bid *151-178 hrs. * $15,100-$17,800 Contract administration Services: To be confirmed upon award of Furniture Contract Furniture/Fabric submittal approval, Furniture installation punch list- 52 Furniture installation punch list - 57 * Approximately 20 hrs. $2,000 Additional Contract Administration coordination services with the Furniture Contractor can be provided if requested and approved on an hourly services basis- estimate to be determined upon award of bid and determination if services are needed. Reimbursable Expenses Expenses include such items as reproducible drawings, copies, printer copies, fax, long distance and toll calls, mileage, Fed. Ex., California overnight and other delivery charges, presentation materials, etc. will be charged at cost plus 12%. Payments Design Services are invoiced on a monthly basis and require payment within 30 days. Interest at 1.5% per Month will be payable on all accounts not paid within 30 days. Additional services will be provided as requested and approved at an hourly rate of $100.00 hr. Cindy Ray City of San Rafael 111 Morphew Street San Rafael, Ca. 94901 PUBLIC WORKS OFPT. CITY OF SAN RAFAEL Re: Kallaway Design agreement for Interior Design Services Dear Cindy Attached please find 3 copies of agreement for Professional Interior Design Services with Eileen Kallaway, as requested. A copy of Exibit 1 Kallaway Design Interior Design proposal is included with each copy. I made one correction on page one of the exhibit 1 page I, and Agreement #15- Notices- amending my address to : 134 Floribel Ave. San Anselmo, Ca. 94960. 1 added my initials - EK to the correction. The 181 Carlos Drive address is my old office address. Also- I do not have a current City of San Rafael business license, per item 21 of the agreement. I will get one next week. Would the City consider accepting this as a reimbursable for this project, since I am getting it specifically to work on this project? Please let me know if this is acceptable. I look forward to working with the team on this project. Thank -you Eileen Kallaway, IIDA, CID, Leed AP Kallaway Design 134 Floribel Ave. San Anselmo, Ca. 94960 kallawaydesign@aol.com 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: Department of Public Works Project Manager: Cindy Ray Extension: x5326 Project Name: San Rafael Fire Station 52 and 57 Combined Proposal for Interior Design Contractor Name: Kallaway Design. Contractor's Contact: Eileen Kallaway Contact's Email: kallawaydesign@aol.com Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 8/1/2017 ❑X CR b. Email contract (in Word) & attachments to City 8/1/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 8/17/2017 ❑X LAG and return to Project Manager b. Confirm insurance requirements, create Job on 8/17/2017 ❑X LAG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to CR contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement C N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ CR Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 09/08/2017 CR Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed q f'K)1- agreement / 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 7( / 8 City Manager/ Mayor Agreement executed by Council authorized official ?00 9 City Clerk Attest signatures, retains original agreement and I forwards copies to Project Manager