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CD General Plan 2040 Sea Level Rise Adaptation Report PreparationAGREEMENT FOR PROFESSIONAL SERVICES FOR PREPARATION OF THE GENERAL PLAN 2040 SEA LEVEL RISE ADAPTATION REPORT This Agreement is made and entered into this JU day of DC.CeAvi bcir , 2019, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CHRISTINE O'ROURKE doing business as Christine O'Rourke Community Planning (hereinafter "CONTRACTOR"). RECITALS WHEREAS, in 2014, the CITY released "Climate Adaptation — Sea Level Rise," San Rafael, CA — White Paper ("White Paper"), which initiated a discussion of increased flooding and sea level rise, and its potential impacts on San Rafael; and WHEREAS, in 2019, the CITY adopted the San Rafael Climate Change Action Plan 2030, which acknowledges increased flooding and sea level rise as a critical climate change issue. This Action Plan includes a program that recommends the preparation of a sea level rise adaptation plan; and WHEREAS, since the 2014 preparation and release of the "White Paper," there has been an abundance of studies and reports that have been prepared and resources developed that review the predicted sea level rise phenomenon for San Rafael. These reports, studies and resources provide valuable information for the long-range planning of sea level rise adaptation; and WHEREAS, the CITY is preparing the San Rafael General Plan 2040, which includes significant updates to the State -required Safety Element. The Plan Safety Element has been drafted to incorporate policies and programs that are specific to increased flooding and sea level rise. The policies and programs are to be supported by a Sea Level Rise Adaptation Report, which is to be included as an appendix to the San Rafael General Plan 2040; and WHEREAS, the CITY wishes to contract with CONTRACTOR to prepare the Sea Level Rise Adaptation Report. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Community Development Director 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. Christine O'Rourke is hereby designated as the PROJECT Date: 12/10/19 �_3-1olt ORIGINAL 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 (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide set -vices necessary to prepare and submit a Sea Level Rise Adaptation Report to the CITY as described in CONTRACTOR'S proposal dated December 10, 2019, attached hereto as EXHIBIT I and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: Provide any documentation necessary for CONTRACTOR to complete the tasks identified in EXHIBIT 1 as well as all copying or printing for the report, and other materials for the tasks identified in EXHIBIT 1. 4. COMPENSATION. For the -full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: An amount not to exceed $24,375, paid in monthly installments for billable hours at the tate of $125 per hour, as detailed in the Project Budget included in EXHIBIT 1. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. TERM OF AGREEMENT. The term of this Agreement shall commence on December 13, 2019 and end on December 31, 2020. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to (6) month(s). 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. Rev. date: 12/10/19 C. Effect of Termination. Upon receipt of notice of tennination, 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. 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 tern 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 five hundred thousand dollars ($500,000) dollars per occurrence covering any use of an automobile by CONTRACTOR in connection with the performance of his or her duties for CITY during the term of this Agreement. 3. CONTRACTOR shall provide proof of a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/one million dollars ($1,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Rev. date: 12/10/19 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: I. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be 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 "primary and noncontributory" 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 or worker's compensation 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 three 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. Rev. date: 12/10/19 4 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 requirements of this agreement are sufficient to cover the obligations of the CONTRACTOR under this agreement. 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 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: 12/10/19 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, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold harmless 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 determined 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 thele, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless 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 Indemnitee. 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 set -vices 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 Rev. date: 12/10/19 Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Set -vice, 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: Paul Jensen, Community Development Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 TO CONTRACTOR: Christine O'Rourke, Principal O'Rourke & Associates 20 Nunes Drive Novato, CA 94945 415.613.2907 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 ten -ns 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 terns and conditions of this Agreement, and the ten -ns and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. Rev. date: 12/10/19 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 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 Set -vice Form W-9 (Request for Taxpayer Identification Number and Certification). 22. 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. 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 counterparts, each of which shall be Rev. date: 12/10/19 8 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 JIM C TZ, Cityag r ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: Lj'4 ROBERT F. EPSTEIN, C ty Attor ey Attachment: EXHIBIT 1 Rev. date: 12/10/19 CONTRACTOR By: Z— C INE O'RO , Principal EXHIBIT 1 O'Rourke &Associates December 10, 2019 O'Rourke & Associates is pleased to submit this proposal to prepare a Draft Flood Risk & Sea Level Rise Adaptation Report for the City of San Rafael. Scone of Services Task 1. Prepare Administrative Draft Report Consultant will prepare an administrative draft Flood Risk & Sea Level Rise Adaptation Report for the City of San Rafael covering the following topics: 1. Background. This section of the report will include a discussion of the City's flooding history, areas of sea level rise vulnerability, current legislation and regulations governing sea level rise, the San Rafael Climate Change Action Plan 2030, and Objectives for adaptation planning. Consultant will review relevant reports, plans and guidance documents and summarize information from these sources. 2. Local Resources, Studies & Assessments. Consultant will review and summarize objectives, findings, and conclusions related to flood risk and sea level rise for San Rafael of the following resources: Understanding the Impacts of Sea Level Rise and Storm Surge on Transportation Network Vulnerability in San Rafael (2016); Marin Bay Waterfront Adaptation and Vulnerability Evaluation (BayWAVE, 2017); San Rafael Local Hazard Mitigation Plan (2018); Resilient Shores Project (2017). Consultant will review and edit, as appropriate, text drafted by City staff. 3. Regional Resources. Consultant will review and summarize objectives, findings, and conclusions related to flood risk and sea level rise of the following resources: Adapting to Rising Tides — San Rafael Operational Landscape Unit (2019); Initial Adaptations Study, Regional Water Quality Control Board; San Francisco Bay Charg, Bay Area Flood Protection Association; Measure AA; and San Francisco Bay Shoreline Adaptation Atlas, San Francisco Estuary Institute/SPUR (2019). Consultant will review and edit, as appropriate, text drafted by City staff. 4. State and Other Resources. Consultant will review and provide a brief overview of the following resources: Cal Adapt; Resilient California: A Guidebook for State Agencies Rev. date: 12/10/19 10 (2015); Safeguarding California Plan (2018); OPR Adaption Finance Guide (2018); Coastal Resilience Ventura Catalogue and Analysis of Local Sea Level Rise Planning Tool (2013); Our Coast Our Future (2019). Local Adaptation and Policies Pursued to Date. Consultant will review and provide a brief overview of the following projects and policies: Tiscornia Marsh & Pickleweed Park Diked Marsh (2019); Spinnaker Marsh Restoration Project (2017); San Rafael San Rafael Bay Oyster Bed/Eelgrass Pilot Study (2015); McInnis Park Restoration Study (2019); China Camp State Park Road Project (2019); San Mateo County Sea Level Rise Policy (2019). 6. Adaptation Tools and Strategies. Consultant will use the above referenced resources to provide an overview of adaption tools and strategies to reduce impacts from flooding and sea level rise. 7. Financing & Insurance. Consultant will provide a brief summary of available financing sources and insurance strategies, including grants, assessment districts, bonds, and geologic hazard abatement districts. Consultant will review and edit, as appropriate, text drafted by City staff. 8. Develop a Scope for Preparation of an Adaptation Plan. Consultant will prepare a discussion of elements to include in an Adaptation Plan, including: selection and use of a sea level rise prediction map; principles to guide establishment of a sea level rise overlay and appropriate base elevation; strategies to identify appropriate adaptation measures for study or implementation and financing opportunities; and next steps to develop technical studies, feasibility assessments, and plans. This section will draw upon the resources presented in the Report. Deliverable: Administrative Draft Flood Risk & Sea Level Rise Adaptation Report (Word and PDF document) Task 2. Prepare Final Draft Report Upon receiving comments on the Administrative Draft report, the Consultant will make edits and prepare a final draft report. Deliverable: Final Draft Flood Risk & Sea Level Rise Adaptation Report (Word and PDF document) Proiect Budzet Consultant will perform the above tasks at an hourly rate of $125. The project budget below provides an estimate of the number of hours needed to complete the tasks identified in the scope of work. The estimated budget for the project is $24,375. Rev. date: 12/10/19 11 Task Hours 1 Prepare Administrative Draft Report 185 Background 18 Local Resources, Studies & Assessments 23 Regional Resources 20 State and Other Resources 24 Local Projects & Policies 24 Adaptation Tools & Strategies 30 Financing & Insurance 16 Develop an Adaptation Plan Scope 30 2 Prepare Final Draft Report 10 TOTAL 195 Rev. date: 12/10/19 l2 RA,P Fq�` ►1 A 2 C`�ryWITH p`l`y 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: Paul Jensen Extension: 5064 Contractor Name: O'Rourke & Associates Contractor's Contact: Christine O'Rourke Contact's Email: Christine.o@comcast.net ❑ 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 Already activated b. Email contract (in Word) and attachments to City 12/11/2019 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 12/12/2019 ® LG and return to Project Manager 12/12/2019 ❑x LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 12/13/2019 ® PJ contractor 4 Project Manager Forward three (3) originals of final agreement to 12/13/2019 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendize for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed Z//G �nJ agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized a-1 official 10 City Clerk Attest signatures, retains original agreement and forwards to Project 1-2-1(1114 copies Manager