HomeMy WebLinkAboutCD Massage Ordinance Enforcement ContinuationAGREEMENT FOR
PROFESSIONAL CODE ENFORCEMENT SERVICES TO
CONTINUE MASSAGE ORDINANCE ENFORCEMENT
This Agreement is made and entered into this/,/ day of Ahn
2022, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CSG
Consultants, Inc, a California Corporation hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CITY desires to retain CONTRACTOR to perform professional code
enforcement services as it relates to the continued enforcement of the San Rafael Municipal
Code Chapter 10.90 (the "Massage Ordinance") as CITY continues to not have adequate
staffing in the Code Enforcement Division to perform the duties required for this task; and
WHEREAS, CITY has contracted CONTRACTOR in the past to provide such
services and CONTRACTOR proved to be willing and qualified to perform the services as
desired; and
WHEREAS, CONTRACTOR represents that their firm and the personnel they will
provide to the CITY are qualified to perform the services outlined in Letter from CSG
Consultants, Inc, RE: Massage Inspection Program Staff Augmentation, March 16, 2022,
attached hereto as Exhibit A and incorporated by reference,-
AGREEMENT
eference;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION.
A. CITY'S Project Manager. The Senior Code Enforcement Supervisor 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. Robert Cushing 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
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 services as described in
Exhibit "A" attached hereto and incorporated herein as well as other duties as assigned by
the PROJECT MANAGER necessary to enforce and implement the CITY'S Massage
Ordinance.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties
as follows:
a) Provide a work space for CONTRACTOR;
b) provide general direction and support to CONTRACTOR;
c) provide legal assistance as needed on administrative enforcement cases; and
d) provide Police Department escort or backup if needed and necessary.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY
shall pay CONTRACTOR for the hours worked at the hourly rates, and for the authorized
expenses, as outlined in Exhibit "A"; provided that the rates set forth in Exhibit "A" may be
adjusted by CONTRACTOR effective on the anniversary of the commencement of the
Term of this Agreement, based on the change in the Consumer Price Index ("CPI") for
California, All Urban Consumers, San Francisco -Oakland -San Jose areas, as
published by the Bureau of Labor Statistics, San Francisco, over the most recent
twelve month period through the month before the month preceding the date of the
rate adjustment. Notwithstanding the foregoing, however, in no event shall the total
compensation payable under this Agreement exceed $27,000.
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 commence on April 1, 2022 and end on June 30,
2023. 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 1
year.
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.
�ilriT1►1:1:�9:IIaQa91010191IVi1:11►:�
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, 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.
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 .
equirements:
1. 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 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 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 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 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 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 them, 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 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 follows:
TO CITY: Ana Santiago, Project Manager
City of San Rafael
1400 Fifth Avenue, 3rd floor
San Rafael, CA 94901
Ana. santiago@cityofsan rafael .org
TO CONTRACTOR: Cyrus Kianpour, President
CSG Consultants, Inc.
550 Pilgrim drive
Foster City, CA 94404
Email: Contracts6Dcsgengr.com
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.
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 Service 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 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:
y, , I V
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
CONTRACTOR
By: _ _ --
Name: Cyrus Kianpour
Title: President
[If CONSULTANT is a corporation, add
signature of second corporate officer]
By: -
Name: Nourdin Khayata
Title: Vice President
�S1 ROBERT F. EPSTEIN, City Attorney
Exhibit A: Letter from CSG Consultants, Inc, RE: Massage Inspection Program Staff
Augmentation, March 16, 2022
10
CSG
CONSULTANTS
.
Employee-Owned
March 16, 2022
Ana Santiago
Senior Code Enforcement Supervisor
Community Development Department
City of San Rafael
1400 Fifth Ave.
San Rafael, CA 94901
EXH I BIT "A"
Re: Massage Inspection Program Staff Augmentation
Dear Ms. Santiago,
550 Pilgrim Drive
Foster City, CA 94404
Phone: 650.522.2500
Fax: 650.522.2599
www.csgengr.com
Thank you for the opportunity for CSG Consultants (CSG) to provide support for the San Rafael Code
Enforcement Division Massage Inspection Program (MIP). CSG understands the City is seeking to use
CSG's consulting services to assist the City with staff augmentation for the remaining fiscal year to
support the MIP Program with registration management, education, issuance of needed notices,
performance of annual and spot inspections, and any other relevant duties required by the program.
Personnel
To best support this project, CSG is proposing Lee Holt, Senior Code Enforcement Officer, to provide
these services. Ms. Holt brings over 15 years of experience addressing health, safety, and code
enforcement issues with multiple jurisdictions. Ms. Holt previously implemented the program as a CSG
consultant.
Fee Proposal
CSG's will provide these services according to the proposed fees schedule below.
Code Enforcement Manager
Senior Code Enforcement Officer
Code Enforcement Officer II
Code Enforcement Officer I
$180
$140
$130
$110
Overtime Rate I 1.5 x Hourly Rate
Robert Cushing will serve as the primary point of contact for this proposal and contract. Should you have
any questions regarding this proposal or need any additional information regarding CSG's qualifications,
please feel free to contact Mr. Cushing at (650) 333-0854 or robertc@cseenFr.com.
Thank you for this opportunity to propose our services. CSG looks forward to assisting the City of San
Rafael in supporting the Massage Inspection Program.
Sincere ,
yrus Kianpour, PE, PLS
President
FOSTER CITY I PLEASANTON I.. SAN JOSE ..1 SACRAMENTO 1. NEWMAN I FRESNO I ORANGE
�Vx RAf,
y0
TY WITH Pte\
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: Ana Santiago Extension: 5357
Contractor Name: CSG
Contractor's Contact: Robert L. Cushing Contact's Email: robertc@csgengr.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/initial
a. Email PINS Introductory Notice to Contractor
1 Project Manager
Flick here to
C7
enter a date.
b. Email contract (in Word) and attachments to City
3/24/2022
0 MG
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney
a. Review, revise, and comment on draft agreement
4/11/2022
LG
and return to Project Manager
3/30/2022
® 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
4/11/2022
D AG
contractor
Forward three (3) originals of final agreement to
4
Project Manager
4/12/2022
❑X
contractor for their signature
MG
5
Project Manager
When necessary, contractor -signed agreement
❑X N/A
agendized 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
dick here -to
Date of City Council approval
enter a date.
PRINT
CONTINUE_ ROUTING PROCESS WITH HARD COPY
4/13/2022
MG
6
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
Review and approve hard copy of signed
7
City Attorney
agreement
Review and approve insurance in PINS, and bonds
7 1
8
City Attorney
K�
(for Public Works Contracts)
Agreement executed by City Council authorized
9
City Manager/ Mayor
official
10
City Clerk
Attest signatures, retains original agreement and
forwards
��
�(�
copies to Project Manager
/