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CD Contract Planning Services to Fill Temporary Vacancy in Planning Division 2018AGREEMENT FOR PROFESSIONAL SERVICES FOR CONTRACT PLANNING SERVICES TO FILL TEMPORARY VACANCY IN PLANNING DIVISION This Agreement is made and entered into this lC\ day of OC,\t>'o-CV-, 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and METROPOLITAN PLANNING GROUP, a California Corporation also known as the "M-GROUP" (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the San Rafael Planning Division is committed to providing timely and effective planning services to the public; and WHEREAS, the Planning Division will be facing a a temporary staff vacancy for 8 months due to an upcoming maternity leave; and WHEREAS, the CITY conducted interviews of two contract planning fim1s and detennined that the CONTRACTOR would provide the most qualified contract planner at most efficient cost; and WHEREAS, at the City's request, CONTRACTOR has submitted a proposal dated October I 0, 2018 to provide Contract Planner services to the City, and said proposal is attached to this Agreement marked "Exhibit 1" and incorporated herein by reference; and WHEREAS, CONTRACTOR has demonstrated through its statement of qualifications and prior work for the City of San Rafael, as well as other Cities, on other similar projects that it would be able to take on the responsibilities of a Contract Planner to fill the temporary Planning Technician for the CITY. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. Raffi Boloyan, Planning Manager 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. Heather Hines, Principal of M-Group, 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 ORi INAL CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perfo1111 contract planning services to fill a temporaty vacancy in the Planning Division with the duties as described in Exhibit 1 attached. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4 and shall provide CONTRACTOR with a work space and materials and infonnation necessary for CONTRACTOR to perfom1 the services required by this Agreement. 4. COMPENSATION. CONTRACTOR shall perfmm duties and bill for services on a "time and material" basis, as work is needed by CITY, at the billing rate of $85/hr as presented in Exhibit" l" hereto, provided that in no event shall the total compensation paid to CONTRACTOR pursuant to this Agreement exceed Seventy-Five Thousand Dollars ($75,000). Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for eight (8) months commencing on October 29, 2018 and ending on June 30, 2019 . 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 six (6) months, provided that such extension shall not increase the total compensation authorized in Section 4 of this Agreement. 6. TERMINATION. A. Discretionary. Either party may tem1inate 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 tennination, 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 patty shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon tennination, any and all CITY documents or materials 2 \ provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the perfonnance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thi1ty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the perfonnance 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 perfonnance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGN ABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfonnance 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 occunence. 3. 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 worker's compensation insurance, the insurance policies shall be 3 specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be "primaiy and noncontribut01y" 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 "p1imary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO fonn CG20 010413. 3. Except for worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injmy. 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 Fom1, then, following tennination 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 primaiy 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 primmy and noncontributory basis for the benefit of CITY (if agreed to in a w1itten 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. Furthennore, the requirements for coverage and limits shall be: (I) 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 pa11y. 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. 4 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 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 hannless CITY, its officers, agents, employees and volunteers ( collectively, the "City lndemnitees"), 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 perfom1ance 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 lndemnitees. 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 lndemnitees' 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. To the extent pem1itted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold hannless the CITY and its officers, officials, and employees ( collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages . Court costs, reasonable attorney's fees as may be detennined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONTRACTOR, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold hannless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City lndemnitee. C. The defense and indemnification obligations of this Agreement are unde1iaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this 5 Agreement, and shall survive the tennination 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 perfonnance 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 perfonnance of its duties and obligations under this Agreement. CONTRACTOR shall perfonn 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, fines 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 patty, any benefit or right owed by one party, under the tenns and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pennitted 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 CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Raffi Boloyan -Planning Manager City of San Rafael 1400 Fifth Ave. San Rafael, CA 94915-1560 Heather Hines, Principal M-Group 499 Humboldt St. Santa Rosa, CA 946404 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 6 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 tenns 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 p1ior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, wiitten 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 wiitten amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the tenns and conditions of this Agreement, and the tem1s and conditions of the attached exhibits or the documents expressly incorporated by reference, the tenns 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, unpaid checks or other amounts. 19. WAIVERS . The waiver by either party of any breach or violation of any tenn, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tem1, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other tenn, 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 patty of any tenn, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing pa1ty in any action brought to enforce the ten11S and conditions of this Agreement, or arising out of the pe1fonnance of this Agreement, may recover its reasonable costs 7 (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE/ OTHER TAXES. CONTRACTOR shall obtain and maintain dming 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 perfom1ed under this Agreement, tmtil CONTRACTOR has provided CITY with a completed Internal Revenue Se1vice Fonn W-9 (Request for Taxpayer Identification Number and Certification). 22. SUR VIV AL OF TERMS. Any tenns of this Agreement that by their nature extend beyond the tenn (or tennination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. 23. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterpaiis, 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 .ATTEST: LINDSAY LARA, City Clerk 8 CONTRACTOR [If Contractor is a corporation, add signature of second corporate o ffi ce r] APPROVED AS TO FORM: Title: ---------- 9 EXHIBIT 1: M-Group Proposal for Planning Staff Support (Page Intentially Blank) IO M • G R Q U P a new design on urbcm planning G H O U P polJCy p lanning • urban d'=s1gn • env11 nnmental review· ilistonc preservati0n • Cl:-irnmunity engagement • staffing solutions October 11, 2018 Raffi Boloyan Planning Manager City of San Rafael 1400 5th Street San Rafael, CA 94901 RE: M-Group Proposal for Planning Staff Support Dear Raffi, Thank you for reaching out to discuss your department's need for planning staff support. M-Group has previously provided staffing support to the City and we are pleased to submit this proposal to reinitiate contract Planning Services with the City of San Rafael. M-Group understands that the City seeks to hire a contract planner to provide temporary staffing at the Assistant Planner level to cover a temporary medical leave of your in house staff. The position would involve counter work as well as project management of administrative development review projects. To best meet the City's current needs, M-Group is proposing Krystle Rizzi, Assistant Planner, to provide the temporary staffing support requested by the City. Krystle works out of our Santa Rosa office and is a well-rounded planner with experience in current planning, daily counter duties, and focused abilities in environmental analysis and GIS. Krystle is available to work 24-32 hours (3-4 days) per week onsite at city hall. To best meet the City's needs, Krystle is available to start two days per week (Tuesday and Thursday) the week of October 29 th and ramp up to three to four days per week starting the week of November 26 th (Tuesday, Wednesday, Friday) The overall timeline of this assignment is anticipated to last through June of 2019. I have attached Krystle's resume along with M-Group's 2018 rate sheet. As discussed, the hourly rate for Krystle for this assignment would be $85/hour. M-Group takes great pride in our ongoing relationships with our clients and are committed to finding the right fit to meet their needs. We look forward to working with the City of San Rafael and welcome the opportunity to find the right balance of staffing support to satisfy both existing and future needs in your department. Please let me know if you have any questions about the information provided. I look forward to working with you. H(!;:f.3:s Principal hhines@m-group.us 707.540.0723 m-group .us 499 Humboldt Street, Sc111ta Rosa, CA 95404 707.S,iQ.0723 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: Community Development Project Manager: Raffi Boloyan Extension: x3095 Contractor Name: M-Group Contractor's Contact: Heather Hines, Principal {707) 540-0723 x206 Contact's Email: hhines@m-group.us 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 > $75,000; or Purchase > $75,000; or Public Works Contract> $175,000 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 ~ -;s-1-80 COMPLETED DATE 10/10/2018 10/10/2018 10/24/2018 10/24/2018 11/19/2018 IZl N/A Or Click here to enter a date. ;1/11/,t I I . lt/2-1/J~ \1 /zt/ /'?' 11(27 /tt I \/ie/i i . 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