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HomeMy WebLinkAboutPW Puerto Suello Hill MUP Maintenance; Amendment 1FIRST AMENDMENT TO THE AGREEMENT FOR SERVICES WITH DOWNTOWN STREETS, INC. FOR MAINTENANCE OF PUERTO SUELLO MULTI USE PATH THIS FIRST AMENDMENT to the Agreement for Services by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and DOWNTOWN STREETS, INC. (hereinafter "CONTRACTOR"), is made and entered into as of the 1 to day of J VA & , 2019. RECITALS WHEREAS, pursuant to City Council Resolution No. 14260, the CITY and CONTRACTOR entered into an Agreement for Services dated August 17, 2017 to maintain the Puerto Suello Multi Use path in a clean and safe condition for the hundreds of community members that use the pathway every day, including children as a designated "Safe Route to School" pathway, for an amount not to exceed $27,060.00 (the "Agreement" attached hereto Exhibit A); and WHEREAS, pursuant to the terms of Section 5 of the Agreement, CITY and CONTRACTOR mutually agree to extend the Agreement by two additional one-year terms, to September 5, 2020 WHEREAS, CITY and CONTRACTOR agree to the cost of time and materials as described in Exhibit "A" of the original Agreement, and hereby agree to set a new not to exceed amount of $27,060.00 for each additional one-year term in a total amount not to exceed $54,120.00; AMENDMENT TO AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: 1. Section 5 of the Agreement, entitled "TERM OF AGREEMENT" is hereby amended to read: The term of this Agreement shall commence upon the date of execution of this agreement and shall end on September 5, 2020. 1 QRIGiNRL 2. Section 4 of the Agreement, entitled "COMPENSATION" is hereby amended to include the additional two years of maintenance services payable to CONTRACTOR for the services described in Exhibit "A" to this First Amendment, and is amended to read: For the full performance of the services described herein by CONTRACTOR, CONTRACTOR shall be compensated on a time and materials basis as described in Exhibit " A, " in a total contract amount not to exceed $27, 060.00 for each year of the Agreement, in an amount not to exceed $54,120.00 for the term September 5, 2018 — September 5, 2020. It is understood and agreed by the patties that payment of compensation hereunder shall be made as follows: CONTRACTOR shall submit itemized quarterly invoices to CITY for payment and CITY shall remit payment within 30 days of receipt. Funding for this contract is from the CITY's annual Puerto Suello Multi Use Path Maintenance reimbursement from TAM. 4. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force. 2 IN WITNESS WHEREOF, the parties have executed this First Amendment on the day, month, and year first above written. CITY OF SAN RAFAEL j Jit Schutz, City Marge ATTEST: \-ftO' 'z';� en—lti LINDSAY LARA,4fttefim City Clerk AS TO FORM: kr T F. STEIN, City Attorney 3 DOWNTOWN STREETS, INC. By:_��/ Name: Eileen Richardson Title: CEO and By: Name: 0 R, Wcksdv-� Title: AGREEMENT FOR SERVICES FOR MAINTENANCE OF PUERTO SUELLO MULTI USE PATH This Agreement is made and entered into this 17f , day of 6&A1u SL , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and DOWNTOWN STREETS, INC., doing business as the Downtown Streets Team (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY wishes to maintain the Puerto Suello Multi Use path in a clean and safe condition for the hundreds of community members that use the pathway every day, including children as a designated "Safe Route to School' pathway; WHEREAS, the CITY has committed to increase cleanup and maintenance performed along the Puerto Suello Multi Use Path in response to increased debris and unsafe and hazardous items found along the pathway in recent months; WHEREAS, the CITY receives reimbursement of expenses incurred for maintenance of the Puerto Suello Multi -Use Path, as specified in Agreement 2015-017 between Transportation Authority of Marin (TAM) and the City, and therefore the activities under this agreement will be 50-100% funded by TAM. AGREEMENT NOW, THCREFORE, the partes hereby agree as follows; 1. PROJECT COORDINATION A. CITY, The City Manager shall be the representative of the CITY for all purposes under this Agreement. Talia Smith 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. CONTRACTOR shall assign a single PROJECT MANAGER to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Karen Strolia is hereby designated as the PROJECT MANAGER for CONTRACTOR Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT MANAGER for any reason; the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR Rev. Date; 1/30/14 u-3 -s�3 L.X1F1 J1 111 J 4t CONTRACTOR shall perform the duties and/or provide services as described in CONTRACTOR's Scope of Work Proposal (SOW) dated August 9, 2017, attached hereto as Exhibit "A" and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in its performance under this agreement and shall compensate CONTRACTOR as provided herein. 4. COMPENSATION_ For the full performance of the services described herein by CONTRACTOR, CONTRACTOR shall be compensated on a time and materials basis as described in Exhibit " A, " in a total contract amount not to exceed $27,060. It is understood and agreed by the parties that payment of compensation hereunder shall be made as follows: CONTRACTOR shall submit itemized quarterly invoices to CITY for payment and CITY shall remit payment within 30 days of receipt. Funding for this contract is from the CITY's annual Puerto Suello Multi Use Path Maintenance reimbursement from TAM. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and shall end on September 5, 2018. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended twice for an additional period of (1) year each time. 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 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. Rev. date: 1130114 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. 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. 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. Rev. daft: 1/30/14 3 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 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 010413. 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. CONTRACTOR will provide the PROJECT MANAGER with thirty (30) days written notice prior to any planned cancellation or planned non-payment of premium, or planned modifications of the terms and conditions of said insurance policies. In addition, immediately upon CONTRACTOR's receipt during the term of this Agreement of any notice of cancellation or of intent to cancel any policy of insurance required herein issued by CONTRACTOR's insurance carrier for any reason, CONTRACTOR shall provide PROJECT MANAGER with a copy of said notice by personal delivery or overnight mail. 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 Agreements or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. Rev. date: 1/30/14 9. 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. 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, attomey'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 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 Rev. date. 1130114 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 lav<<, 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. 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, 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 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 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 Rev. date: 1/30/14 follows: TO CITY: Talia Smith Senior Management Analyst City of San Rafael Department of Public Works 111 Morphew Street San Rafael, CA 94901 TO CONTRACTOR: Karen Strolia Project Manager Downtown Streets Team 532 4th Street San Rafael, CA 94901 16. INDEPENDENT CONTRACTOR 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. Rev. date: 1/30114 7 1$. 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 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. 21. 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 JIS UTZ, Cit Man ger Rev. date: 1/30/14 CONTRACTOR - By: Name: EILEEN RICHARDSON Title: Executive Director ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attomto ey Rev. date. 1/30114 SCOPE OF WORK August 9, 2017 Debris Clearing and Cleanup along Puerto Suello Multi Use Path For Clty of San Rafael: Public Works Department DST agrees to: • Provide on-site cleaning services and general peer-to-peer outreach at a predetermined worksite in San Rafael: o Lincoln Avenue Bike Path (Puerto Suello Hill Bike Path) and adjacent Highway 101 Pedestrian Bridge (connecting Paloma Ave to Belle Ave) o Additional debris pick-ups must be cleared with the DST—San Rafael Project Manager prior to commencement. • Cleanup activities will include, but are not limited to: o Debris, syringe removal o Graffiti removal • A minimum of three DST Elite Team Members will be on-site twice a week between approximately 8:30am—12:OOpm. If a shift is cancelled because of weather, federal holidays, etc., the shift will be made up on an alternate day the following week. • A DST Team Leader will supervise the DST Team Members. • Provide City of San Rafael, Department of Public Works with monthly invoices ($2050.00) for services rendered. City of San Rafael, Department of Public Works agrees to: • Provide DST with funding for Team Member vouchers, transportation costs, equipment, and insurance. • Provide feedback to Team Members and DST staff. Puerto Suello Bike Path Budget Start date: Sept 5'b, 2017 Project Duration: One Calendar Basic Needs Stipends $17,472 Mileage $84 Liability Insurance, Vehicle Insurance and Maintenance $1,560 Tools and Supplies (brooms, rakes, pickers, dustpans bags, safety equipment) $1,556 G&A (19%) $3,928 11 ,�� Proiect Budget: 2 days a week, during normal shift 10% Contingency = $27,060 -2of 3- RAF,q�! �1 A 0 r�TY WITH p` 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: DPW Project Manager: Talia S_m_ith Extension: 3354 Project Name: Puerto Suello Bile Path Amendment Contractor's Contact: Karen Strolia Contact's Email: karen@streetsteam.ore RESPONSIBLE Step I DEPARTMENT DESCRIPTION COMPLETED DATE I REVIEWER (Initials) a. Email PINS Introductory Notice to Contractor b. Email Contract (in Word) & attachments to City Attorney c/o 1 Project Manager Laraine.Gittens.ct cityofsanrafael.org 12/20/2018 TS a. Review, revise and comment on draft agreement and return to Project Manager 12/26/2018 TS b. Confirm insurance requirements, create Job on PINS, send PINS 2 City Attorney insurance notice to contractor. Approval of final agreement form to send to contractor. (Provide Dept. 3 Department Director Director Financial S'unnnaly m% Agreernenl) 12/28/2018 FS Forward three (3) originals of final agreement to contractor for their 4 Project Manager signature. 12/28/2018 rS When necessary, contractor -signed agreement agendized for Council approval C'uP ('ouncd approval required fin- Prgfcssurnal Senvicee Agreements and Purchases of goods and serniees Ilial exceed 575,000 and for Puhltc {Vorks 5 Project Manager Contracts then exceedS175,000 (rimer chile ofCouncrl Meeting) N/A PRINT CONTINUI ROU"PING PROCESS WI'Il l HARD C'UPY Forward signed original agreement to City Attorney with printed copy of 6 Project Manager this routing form 1/7/2019 TS 7 City Attorney Review and approve hard cop of signed agreement _. .. I I �11 Review and approve insurance in PINS, and bonds (for public works �C V �� 8 Ci torney contracts) r' Cil ' 9 Manag /Mayor Agreement executed by Council authorized official , I Attest signatures, retains original agreement and forwards copies to project 10 City Clerk manager 11 Project Manager Forward Final Copy to Contractor