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PW Sign RelocationAGREEMENT FOR SIGN RELOCATION BETWEEN CITY OF SAN RAFAEL DEPARTMENT OF PUBLIC WORKS, AND PROPERTY OWNERS OF SHAMROCK CENTER This agreement is made and entered into this \ day of Oc.:toh:ei , 2018, by and between the property owners of Shamrock Center, LA TERRA TRIFOGLIO LLC (OWNER), and the CITY OF SAN RAFAEL (CITY). In consideration of the mutual promises of the parties hereinafter contained, the parties hereto agree as follows: Section 1: Recitals A. The CITY is proposing to build a multi-use path (MUP) associated with the Sonoma-Marin Area Rapid Transit (SMART) San Rafael to Larkspur rail extension. B. OWNER owns the real property commonly known as Shamrock Center, located at 665 Irwin Street, San Rafael, California, Assessor Parcel No. 013-032-06. C. The Shamrock Center sign (SIGN) is currently located within the City-owned Irwin Street right- of-way and impedes construction of the MUP at the intersection of Irwin Street and Francisco Blvd. West. D. The originally intended location of the SIGN, according to City archived landscape plans from PBM Architecture of 1998, was to be within the property boundaries. E. The CITY proposes to relocate the SIGN to its originally intended location within the Shamrock Center property, so as not to impede the MUP construction (the "Project"), and OWNER has agreed to the relocation of its SIGN to the proposed new location. Section 2: Project Coordination A. OWNER. Matthew Cappiello shall be the representative of the OWNER for all purposes under this Agreement. Said representative shall be responsible for all aspects of the progress and execution of this Agreement. Correspondence with the said representative shall be through the following address: Cappiello & Associates Attn: Matthew Cappiello P.O. Box 472230 San Francisco, CA 94147-2230 B. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Bill Guerin, the Director of Public Works, is hereby designated as the Project Director for the CITY, and said Project Director shall be responsible for all aspects of the progress and execution of this Agreement. C. All notices and other communications required or permitted to be given under this Agreement 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 as follows: Shamrock Center Sign Relocation Agreement Page I ORIGINAL To: OWNER Cappiello & Associates Attn: Matthew Cappiello P.O. Box 472230 San Francisco, CA 94147-2230 Section 3: Duties of the CITY To: CITY Bill Guerin City of San Rafael 111 Morphew Street San Rafael, CA 94901 A. The CITY shall oversee and coordinate the new foundation design and construction for the SIGN relocation site per the CITY'S attached plans and specifications (Curb Ramp Exhibit, SMART Multi-Use Path, March 2018 by BkF Engineers). Prior to initiating any work involved with moving the SIGN, the OWNER shall have the opportunity to acknowledge having reviewed and approved the CITY'S plans and specifications relating to the SIGN relocation. B. CITY shall bear the entire Project cost, including the new foundation design and construction, and sign relocation. C. The CITY shall be responsible for the Project Administration and Construction Management. These duties shall include, but are not limited to: general inspection, progress payment preparation, change order preparation, schedule review, claims negotiation, meeting attendance, Project reports, labor and wage compliance, utility coordination, Project documentation, as-built plans, and overall Project administration. The parties hereto agree that only the CITY shall authorize any extra or change work in connection with the Project. D. CITY shall indemnify, defend and hold harmless OWNER from and against any and all claims, suits, losses, damages, costs, and expenses (including reasonable attorneys' fees and other defense costs), for injury or death and for loss and damage to property arising from the negligent acts or omissions or willful misconduct on the part of CITY, its officers, agents, contractors, or employees, in the construction of the Project. Section 4: Duties of the OWNER A. OWNER acknowledges that there is existing vegetation in the vicinity of the new location proposed for the SIGN, and agrees that the CITY shall have no responsibility to trim, cut, or otherwise manage any such vegetation for the purpose of preventing or correcting obscuration of the SIGN in its new location. B. The SIGN is the sole property of the OWNER and shall remain the property of the OWNER after being placed in its new location by the CITY. At the completion of the Project, and upon request by the CITY, the OWNER shall inspect the SIGN in its new location and when satisfied that the Project is complete, shall sign a written acceptance of the Project and a release of the CITY from any future liability for repairs to or maintenance of the SIGN. Section 5: Miscellaneous Terms A. This Agreement shall be for a term ending upon the OWNER'S acceptance of the completed SIGN relocation work provided herein, provided that this Agreement may be terminated, with cause, by either party, upon ten ( I 0) days advance written notice to the other party following the notified party's failure to cure or correct the cause of termination notice, within thirty (30) days receipt of said notice. Shamrock Center Sign Relocation Agreement Page2 B. This contract contains all the agreements and conditions made between the parties to this Agreement and may only be modified by written agreement signed by all the parties to this Agreement or their respective successors in interest. This writing is intended both as a final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of this Agreement, pursuant to Code of Civil Procedure section 1856. C. This Agreement is executed voluntarily by each of the parties hereto, all of whom have had the opportunity to obtain legal advice by independent counsel of their choice as to the content and effect of this Agreement. D. Each signatory to this Agreement warrants that he or she has full authority to execute this Agreement on behalf of and thus bind the individual or entity represented. E. Any dispute or claim in law or equity between the CITY and OWNER arising out of this Agreement, if not resolved by informal negotiation between the parties, shall be mediated by referring it to the nearest office of Judicial Arbitration and Mediation Services, Inc. (JAMS) for mediation. Each party shall provide the other with a list of four mediators. The parties shall confer on the list and select a mutually agreeable mediator. Mediation shall consist of an informal, non-binding conference or conferences between the parties and the judge-mediator jointly, then in separate caucuses wherein the judge will seek to guide the parties to a resolution of the case. If the parties cannot agree to a mutually acceptable member from the JAMS panel of retired judges, a list and resumes of available mediators with substantial experience in mediating claims of the type at issue between the parties, numbering one more than there are parties, will be sent to the parties, each of whom will strike one name leaving the remaining name as the mediator. If more than one name remains, JAMS arbitrations administrator will choose a mediator from the remaining names. The mediation process shall continue until the case is resolved or until such time as the mediator makes a finding that there is no possibility of resolution. The parties may agree in writing to use different rules and/or mediators. F. This Agreement shall bind and inure to the benefit of the respective successors, assigns, legatees, heirs, executors, administrators and estates of each of the parties. G. Paragraph headings are used for reference purposes only and are not intended to describe, interpret, define or limit the scope of extent of this Agreement or any of its provisions. H. This agreement shall be governed by and construed in accordance with the laws of the state of California. I. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together, shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as--et-me-GaLY above written. CITY OF SAN RAFAEL Shamrock Center Sign Relocation Agreement Page 3 ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: Shamrock Center Sign Relocation Agreement Page4 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: Bill Guerin Extension: 3110 Contractor Name: Shamrock Center Sign Relocation-La Terra Trifoglio, LLC (owner)-Matthew Cappiello, Rep. Contractor's Contact: Dave Nicholson Contact's Email: David.Nicholson@cityofsanrafael.org D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ~ 5/15/2018 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 5/22/2018 ~ LG and return to Project Manager 5/22/2018 ~ LG- b. Confirm insurance requirements, create Job on N/A PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 7/30/2018 ~ contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement ~ N/A agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Or ~ Pub lic 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 Attorney with printed copy of this routing form t::f/21-/u· l;?N 6 City Attorney Review and approve hard copy of signed qJ,zr!,~ ti!--agreement ""- 7 City Attorney Review and approve insurance in PINS, and bonds 9/-zr/ f9f -;M;~ 0 (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official u/111&: /~ K-- t 9 City Clerk Attest signatures, retains original agreement and L..I forwards copies to Project Manager