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CD Design and Construction New Public Safety CenterAGREEMENT FOR PROFESSIONAL SERVICES WITH PHILLIPS SEABROOK ASSOCIATES This Agreement is made and entered into this _,_ day of tl O'IJ !,VV\. b -C ( , 20 \1 , by and between the CITY OF SAN RAP AEL (hereinafter '~CITY"), and PHILLIPS SEABROOK ASSOCIATES (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY has engaged in the design and construction of a new Public Safety Building (the "Project"); and WHEREAS, CITY has already engaged the service of CONTRACTOR as Inspector of Record to perform the required California State inspections for essential services buildings; and WHEREAS, CONTRACTOR has been an established, respected plan review service in San Francisco, Marin and Sonoma counties for many years, contracting with mUltiple jurisdictions; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Chief Building Official 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. DARYL PHILLIPS 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 (l0) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: Plan check services as described in Exhibit A attached hereto and incorporated herein by reference, for all submittals, shop drawings and plan revisions related to the Project, and for other applications submitted to the City's Building Department, as requested by the PROJECT MANAGER from time to time. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perfonn the duties as follows: A. At the time of the plan submittal, obtain from the applicant/customer the necessary items to allow plan review to be completed in the shortest overall timeframe. Necessary items include, but are not limited to, complete plans, construction specifications, soils reports, Title 24 energy calculations, structural calculations, the name, email address and telephone number of the applicant's designated contact person and similar items that may be unique to a particular submittal. B. Notify the CONTRACTOR that the plans are ready for pick-up, or transmit by mail or courier as previously agreed to. C. Ensure the PROJECT MANAGER or his designee is available to consult with as needed in order to process reviews in a timely manner. 4. COMPENSATION. For the full perfonnance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis according to the hourly rates as specified in the attached 'Hourly Rate Schedule' effective January 2, 2018 marked as "EXHIBIT B" and incorporated herein by reference, in a total amount to to exceed $20,000 Payment will be made monthly upon timely receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The tenn of this Agreement shall be for (3) year(s) commencing as of November 1, 2017 and ending on November 1, 2020. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the tenn of this Agreement may be extended for an additional period of one (1) year(s). 6. TERMINATION. A. Discretionary. Either party may tenninate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may tenninate 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 tennination, neither party shall incur additional obligations under any provision ofthis Agreement without the prior written consent of the other. 2 D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 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 party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If 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 one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) 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. 3 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 in subparagraph A of this section above shall also meet the following requirements: 1. 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 (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 professional liability 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 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 ofthis 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 4 and/or limits shall be available to CITY or any other additional insured party. Furthennore, 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 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 fonn 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 pennitted by law, indemnify, release, defend with counsel approved by CITY, and hold hannless 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 perfonnance 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 perfonnance 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. 5 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. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 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 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, fmes and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as ofthe date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: 6 TO CITY's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Thomas Ahrens City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Daryl Phillips 100 Stoney Point Road Suite 190 Santa Rosa, CA 95401 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, 7 unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 2l. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR 8 ATTEST: FOR·· City Clerk APPROVED AS TO FORM: 9 EXHIBITA SCOPE OF SERVICES The Scope of Services below is not meant to be limiting in scope, but rather a standard outline of the services required. We understand there are certain nuances to providing contract services to different public agencies and are willing incorporate any additional items the City desires. Plan Check Review design development and completed construction documents for design integrity and code compliance with the adopted edition of the applicable Codes, to include: 1. Checking plans for compliance with the currently adopted (2016) editions of the California Building, Plumbing, Mechanical and Electrical Codes, the California Energy Code, and Building Regulations of the Santa Rosa Municipal Code. 2. Checking plans for compliance with the currently adopted edition of the California Fire Code and adopted National Fire Protection Association standards. In addition, responsibilities can include reviewing plans for all types of fire protection systems and processes, and reviewing compliance with state and local hazardous materials regulations. 3. Review of structural calculations, soils reports, Title 24 Reports, accessibility requirements, locally adopted ordinances, and other project related information as supplied by the applicant or by the Building Department. 4. Perform initial check to verify conformance, including review and appropriate response (i.e., approval or correction letter). Subsequent rechecks, if required, will be completed until documents are approvable. 5. Perform all necessary liaison responsibilities with the Building Official, to ensure compliance with CBC §104.2.7 and §104.2.8 and to ensure consistency with local interpretations and policy. 6. Identify items needing clarification or correction to achieve compliance with applicable regulations. Create a review report consisting of a printed list of such items, including referenced code sections applicable to each item. Transmit this report to all persons designated on the project contact list. Transmit reports by facsimile to ensure timely completion of processing, by email, or by such other means as directed by the agency. 7. Complete initial plan reviews within 10-15 business days of receipt, depending on the size and complexity of the project. Provide copies of reports no later than the end of the day of the agreed review period. Other review periods may be arranged by mutual agreement for specific tasks. Subsequent reviews (rechecking) shall be completed within 5-7 days. 8. Complete plan reviews and furnish reports for "deferred submittal" items within seven working days. 9. Complete plan reviews and furnish reports for revisions during construction within five working days. 10. Return all plans and document, corrected by the originator as necessary, to Permit Technician with a statement that compliance has been determined. 1 11. Be readily available to other City Departments for the handling and answering of any and all questions, inquiries, and correspondence referred to consultant by the City and performed under this agreement. 12. For most projects, adhere to plan check turnaround schedule below: Type of Job Turn Around Time Recheck Turn Around Residential: Workin g Days Workin g Days New Construction 10 5 Addition 10 5 Remodel 10 5 Non-Residential: New Construction 10 -15 5 -7 Addition 10 5 Remodel 10 5 Tenant Im provement 10 -15 5-7 "Fast Track" Services Ne g otiated per pro ject SAME 2 • Phillips Seabrook ASSOCIATES PLAN REVIEW AND BUILDING CODE CONSULTANTS CLASSIFICATION Principal Senior Plan Check Engineer Accessibility Specialist Senior Plans Examiner Plans Examiner HOURLY RATE SCHEDULE Effective January 2, 2018 CALGreen Compliance Specialist Senior Building Inspector Building Inspector Administrative Support EXHIBIT B Building Partnerships That Work RATE PER HOUR $225.00 $205.00 $175.00 $185.00 $165.00 $165.00 $140.00 $125.00 $105.00 100 Stony Point Road, Suite 190, Santa Rosa, CA 95401 • TEL 707-544-9500 • FAX 707-544-9502 • PhiliipsSeabrook.com CONTRACT ROUTING FORM INSTRUCTI,ONS: 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: Thomas Ahrens Extension: 3357 Contractor Name: Phillips Seabrook Associates Contractor's Contact: Daryl Phillips Contact's Email: daryl@phillipsseabrook.com D FPPC: Check if Contractor/Consultant must file Form 700 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 of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval ·PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date. 11/20/2017 1/12/2018 1/12/2018 Click here to enter a date. D N/A Or Click here to enter a date. • ~hf9 ;1../71$ z/7)J~ ulf llf: 1-/~1 ;~ REVIEWER Check/Initial D D ~ LAG ~ LAG / ~ D IJtr- 4- ~ ~~