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PW Downtown Library Assessment StudyAGREEMENT FOR PROFESSIONAL SERVICES WITH NOLL & TAM ARCHITECTS FOR THE DOWNTOWN LIBRARY ASSESSMENT STUDY This Agreement is made and entered into this 13 day of _' AV1l cM ,_, 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and NOLL & TAM ARCHITECTS, a corporation authorized to do business in California (hereinafter "CONSULTANT"). RECITALS WHEREAS, the Downtown San Rafael Library located at 1100 E Street ("Downtown Library") is an older building which is experiencing deficiencies related to erratic HVAC operations, non-compliant restroom facilities, water leaks from roof, sanitary and other systems, older possibly unsafe electrical systems, and insufficient accessible parking for the facility; and WHEREAS the CITY is working with CONSULTANT on the San Rafael Library Vision Plan; and WHEREAS, the CITY requires a consultant familiar with building systems to review the various systems and elements within the Downtown Library to develop a report that identifies the life expectancies of these systems and prepare a report that identifies the priority and cost for replacing and upgrading the building systems in order to ensure that this building remains functional for public service; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. 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. Alyson Yarus 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 outlined as follows, and 1 ORIGINAL more particularly detailed in the "Request for Proposal for Engineering Design Services for the Downtown Library Assessment Study Project", dated January 10, 2018 issued for this project and on file in CITY'S Department of Public Works: Phase 1 1.1 Review of all building systems within the Downtown Library with the exception of: a. Structural Evaluation including Civil evaluation b. Waterproofing of the building C. Evaluation of the existing HVAC d. Remidies studies for any additional restrooms e. Testing for hazardous materials 1.2 Determine the life expectancy of these systems; 1.3 Provide a draft memorandum to CITY for review which documents the systems that need upgrading or replacement, and provides photos, tables listing all systems inspected, and an engineering -based judgment of the life expectancy for these systems. Phase 2 2.1 Based on the field assessment, provide a finalized report showing required improvements to improve safety and operations, and provide a timeline for these improvements and an estimated cost for the improvements; 2.2 Make a presentation to the CITY'S City Council summarizing the report and detailing the improvements needed. 3. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall provide assistance and site access to CONSULTANT as required for the duties described in Section 2 herein. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered in accordance with the rates shown in the "Cost Proposal" dated May 30, 2018, attached as Exhibit "A" and incorporated herein, in an amount not to exceed $53,736.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 2 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on March 1, 2019 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. 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 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. 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, 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 3 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, CONSULTANT 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. 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 claim/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULTANTshall 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. CONSULTANT'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 CONSULTANT in subparagraph A of this section above shall also meet the following requirements: Except for professional liability and 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 under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be "primary and non-contributory" 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 CONSULTANT'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 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT 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 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. No representation is made that the minimum insurance requiremetns of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONSULTANT'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 CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT 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 5 CONSULTANT. 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. In 6 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. 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 applicable 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 Ply• 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: Bill Guerin Director of Public Works City of San Rafael 1 i l Morphew Street San Rafael, CA 94901 7 TO CONSULTANT's Project Director: 16. INDEPENDENT CONTRACTOR. Alyson Yarus Noll & Tam Architects 729 Heinz Avenue Berkeley, CA 94710 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 K 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. 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. 23. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONSULTANT k I By: JIM SC UTZ, City Man)or [Printed Name of Corporate Officer] 9 [Title of Corporate Officer] ATTEST: and, Gtr, By: LINDSAY LARA, City Clerk [Printed Name IT Corporate Officer] %)%ftj [Title of Corp to Officer] APPROVED AS TO FORM: L�. a I .4ap F� ROBERT F. EPSTEIA, City Afforney EXHIBIT A San Rafael Public Library Existing Building Repair Estimates 5/30/2018 Basic Service Architectural Services Plumbing Engineering Electrical Engineering Cost Estimating Subtotal Basic Services rl N W W 4A H a a x x a a Consultant Noll & Tam Architects $18,810 $16,230 Capital Engineering $3,520 $2,860 O'Mahony & Myer $2,750 $3,300 tbd Associates $0 $6,266 $25,080 $28,656 Total Proposed Fee $53,736 Notes: This fee is revised to reflect the project as redefined in our meeting 5/15/2018. It differs from the description in the RFP (dated 1/10/2018) in the ways listed below: ■ Structural evaluation of the buildings is not included. • Civil engineering evaluation of the buildings is not included. • Waterproofing investigation of the buildings is not included. It is agreed that the final report will include estimated costs to replace the roof on the Carnegie building, seal the existing roof on the addition, and caulk and paint both buildings. • Scanning of the existing buildings is not included. • Evaluation of the buildings' HVAC systems is not included; the City is having the current system repaired outside of this effort. • The remedies studied will not include any additional restrooms. The study will include the effort required to bring 2 of the existing 4 restrooms up to current code. • No testing for hazardous materials is included. The City believes there is asbestos floor tile under the carpet where it is beneath library shelving. • No evaluation report will be published in Phase I. A single report, including relevant evaluation results, will be published at the conclusion of Phase II with the cost estimates for recommended repairs. • This fee includes two (2) meetings in San Rafael. Additional meetings may be added if required for an additional fee of $1,200 each. Noll & Tam Architects 729 Heinz Avenue Berkeley, CA 94710 EXHIBIT A 2018 SCHEDULE OF BILLING RATES Noll & Tam Architects Professional Billing Rates: Principal Associate Principal Project Architect / Manager Job Captain / Sr Designer Designer Project Assistant $180-$220 $175-$185 $165-$175 $155-$165 $130-$150 $105-$110 Reimbursable Expenses Reproduction, travel outside the Bay Area, renderings, computer models, physical models, postage, messengers, and other usual expenses will be billed at 1.15 times actual cost. 011018 c1p,� RAI�,q45*` y0 WITH P'0 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: Public Works Project Manager: KM Extension: 3389 Project Name: Library Assessment Study Contractor's Contact: Alyson Yarus _ Contract's Email: Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Initial a. Email PINS Introductory Notice to Contractor 6/8/2018 KM b. Email Contract (in Word) & attachments to City Attorney c/o 1 Project Manager Laraine. Gittens a cityofsanrafael.org 6/8/2018 KM a. Review, revise and comment on draft agreement and return to Project Manager 8/14/2018 LG b. Confirm insurance requirements, create Job on PINS, send PINS 2 City Attorney insurance notice to contractor. Active Forward three (3) originals of final agreement to contractor for their 3 Project Manager signature. 8/14/2018 KM When necessary, * contractor -signed agreement agendized for Council approval * PSA > $20,000 or Purchase > $35,000: or Public Works Contract > 4 Project Manager $125,000 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreement to City Attorney with printed copy of 5 Project Manager this routing form 8/210/2018, IKM 6 City Attorney Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for public works 7 City Attorney contracts) City r 8 Manager/Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to project manager U4 I G D 10 Project Manager Forward Final Copy to Contractor ti -3- IZ4 (u