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PW Lobby Restroom Renovation B Street Community CenterAGREEMENT FOR PROFESSIONAL SERVICES FOR LOBBY RESTROOM RENOVATION - B STREET COMMUNITY CENTER This Agreement is made and entered into this Lrrlf day of ../Jec.el-·(J3eR , 20t:}-, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Stewati K. Summers, doing business as SKS Architects (hereinafter "CONTRACTOR") NOW, THEREFORE, the patiies hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Public Works Director 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. Stewart K. Summers 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 andlor provide services as follows: Develop plans and specifications (necessary to obtain building permits) for the Lobby Restrooms (male and female) for the B Street Community Center, located at 618 B. Street, San Rafael, CA, including the following: A. PRELIMINARY SERVICES: 1. Consult with the PROJECT MANAGER or his designee to define the scope and program of the project; 2. Field measure to create an "as built" plan as a basis to initiate work; 3. Consult with CITY Building Division staff as required. B. CONSTRUCTION ORA WINGS: 1. Prepare design drawings as required; 2. Revisions as requested by the PROJECT MANAGER or his designee; 3. Issue drawings to CITY; 4. Plan check comment corrections to drawings as required by the PROJECT MANAGER. C . CONSTRUCTION ADMINISTRATION: 1. Assist PROJECT MANAGER with construction of project as requested: Clarification of drawings and/or details and assisting builder field questions that may arise (4 hours). 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and provide CONTRACTOR with access to the site and information as required for the proper perfonnance of CONTRACTOR'S duties. 4. COMPENSATION. For the full perfonnance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a flat fee of $11,025. In addition, CITY shall reimburse CONTRACTOR for expenses as follows: All expenses for prints and photocopies shall be billed as follows: Prints: $3.00/sheet Photocopies: $0. 1 O/sheet Other reimbursable costs not specifically listed shall be billed at cost plus a ten percent (10% ) administrative fee, subject to prior approval by the PROJECT MANAGER or his designee. CONTRACTOR shall submit monthly invoices based on percentage of work completed plus reimburseable expenses. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The teml of this Agreement shall be for six (6) month(s) commencing on October 16,2017 and ending on April 16,2017. Upon mutual agreement of the parties, and subject to the approval of the City Manager the tell11 of this Agreement may be extended for an additional period of up to one (1) year(s). 6. TERMINATION. A. DiscrctiolUu·y. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other palty. 2 B. Causc. Either patty 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 COlTect 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. Rcturn 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 thilty (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 propelty for any purpose, including projects not contemplated by this Agreement. 8 . INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other patty, 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 propelty damage. 3 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of$250,000 per person and $500,000 per accident. 3. If any licensed professional performs any of the services required to be perfonned under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occlmence/one million dollars ($1,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's perfOlmance 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 insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. 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 111 subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed 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 01 04 13. 3. Except for proCessional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following ten11ination of this Agreement, said insurance coverage shall survive for a period of not less than <I 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 pro v ide 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 evidencing the insurance coverage I'equircd 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. INDEMNIPICA TION. A. Except as otherwise provided in Paragraph 8., 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"), fr0111 and against any claim, demand, suit, judgment, loss, liability or expense of 5 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 Indcmnitccs arc 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 Indcmnitecs 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 CLAIl'vf which is caused by the sole negligence or willful misconduct of CITY. C. 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 sh a ll 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 perfornlance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRA CTOR shall ·observe and comply with all applicable federal, state and local laws, ordinances, code s and regulations, in the performance of its duties and obligations under this Agreement. CO NTRACTOR shall perform all services under this Agreement in accordance with these laws, ordin anc es, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmles s C ITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines a ncl all other consequences from any noncompliance or violation of any laws, 6 ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and C ONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, an y benefit or right owed by one party, under the tenTIS and conditions of this Agreement, to the ot her patty. 15. NOTICES. All notice s and other communications required or pemlitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or dep osi ted w ith the United States Pos ta l Se rvice, postage prepaid, addressed to the patties intended to he Ilo tified. No tice sha ll be dee m e d g iven as of the date of personal delivery, or if mailed, upon the J:lle 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. INDEPEN D[~NT CON T RACTOR. Bill Guerin, Public Works Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Stewart K. Summers SKS Architects 1852 4th Street San Rafael, CA 94901 For the p ur pose s, and lor the duration , of this Agreement, CONTRACTOR, its officers, agents and el1lploy t~cS shall a ct in the ca pacity of an Independcnt 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 A GR EEM ENT --AM ENDMENTS . A. T h ' ~c r 11lS an d c on ditions o f th is Ag rce11len . all exhib its attached, and all documents expressly incor pm 'd hy relc rc llc e, repres ent the entire A g reement of the patties with respect to the subject matter of t il i.; l\gree11lcnt. 7 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 tel111S 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 tel111S and conditions of this Agreement, and the tel111S and conditions of the attached exhibits or the documents expressly incorporated by reference, the tel111S and conditions ofthis 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, ngrrcment, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either patty 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 srtl11e or other term, covenant, condition, ordinance, law or regulation. The subsequent accept ~ll ce by either party of any fee, performance, or other consideration which may become due or O\v ing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other patty of any term, condition, covenant of this Agreement or any applicable law, ord inance or regulation. 20. COSTS A N f) ATTORNEY'S FEES. The preva ili ng party in any action brought to enforce the terms and conditions of this Agreement, or nri ~·:;l1 g out of the performance of this Agreement, may recover its reasonable costs (including claim s :l ,lministration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE l aTHER TAXES. CONTRACTOR sh~1I obtain and maintain during the duration of this Agreement, a CITY g business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and fedeml 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. APPLICARLE LAW. The laws ('rI lle Stnte of California shall govern this Agrccment. IN 'VITNEf:S WHEREOF, the patiies have executed this Agreement as of the day, month and year first abo \'\: written. CITY OF SAN RAFAEL JI ArrEST: ~ C-./1:.tu~ ESTHER C. BEmNE, City Clerk APPROVED AS TO FORM: CONTRACTOR ~.--..,"~- STEWART K. SUMMERS, Proprietor 9 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: Lobby Restroom Renovations -B Street Community Center Contractor Name: SKS Architects Contractor's Contact: Stewart K. Summers Contact's Email: stewart@sksarch.com Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals offinal agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *P5A > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy ofthis 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 g City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE 10/10/2017 10/10/2017 10/11/2017 10/11/2017 ~ N/A Or Click here to enter a date. 10-31-17 11/21/17 II /'J..'l/Jf. lIlZ'Ihi 1 2,~~-{ '7 )1· ~"1 REVIEWER Check/Initial ~ CR ~ LAG ~ LAG D CR D CR ~ KM ~ ~ k_ ~.