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HomeMy WebLinkAboutCD Financial Analysis Services for Northgate Town Square DA ProcessAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND SEIFEL CONSULTING, INC. FOR FINANCIAL ANALYSIS SERVICES FOR NORTHGATE TOWN SQUARE DA PROCESS j / n This Agreement is made and entered into as of IV 0PeA e-rID. �e "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and SEIFEL CONSULTING, INC., a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated October 14, 2022 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit Rev. 08.22 rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed $74,900. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate one year from the effective date of this Agreement. 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 addition period of up to one year. 4. PROJECT COORDINATION. A. CITY'S Project Manager. The 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Elizabeth (Libby) Seifel is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 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 CONSULTANT and any and all of CONSULTANT'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. 08.22 2 OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT 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. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 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. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT 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 CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT'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 CONSULTANT'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 CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding 08.22 arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT 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 CONSULTANT 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, CONSULTANT 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 CONSULTANT, 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. 11. NONDISCRIMINATION. CONSULTANT 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. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT 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. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT 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. 08.22 4 14. 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's Project Manager: Leslie Mendez, Planning Manager 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Elizabeth (Libby) Seifel, President Seifel Consulting Inc. 369 Pine Street, Suite 369 San Francisco, CA 94104 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. 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 CONSULTANT 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 CONSULTANT 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. 08.22 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. 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. 19. 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. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT 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 CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. 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. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, 08.22 6 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. [Signatures are on the following page.] 08.22 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: �-U�44- ]IM CH TZ, City ana er APPROVED AS TO FORM: Office 9K the City Attorney By: GEEVIEI Assistahf City A CONSULTANT: Seifel Consulting Inc. By: Name: Elizabeth Seifel Title: President [If CONSULTANT is a corporation, add signature of second corporate officer] ATTEST: By: City Clerk Name: Title: LINDSAY LARA, City Clerk v 08.22 EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08.22 A-1 Exhibit A Project Understanding Merlone Geier Partners (Project Applicant or developer) is proposing to redevelop the Northgate Mall as a mixed use development in the City of San Rafael (City or Client), which is known as the Northgate Town Square development. The purpose of this work program is to advise City staff regarding this proposed development as the City negotiates a potential development agreement with the developer. Based on a review of information provided by the developer regarding its proposed master plan, the Northgate Mall would be redeveloped into Northgate Town Square, an open-air, mixed-use town center. The development would include transit -oriented housing as well as interconnected community gathering spaces and retail that would encourage public interaction. Central to this vision is the creation of the new outdoor town square that will serve as the heart of the project, attracting residents throughout the City and new retailers to this one -of -a -kind destination in Marin County. The developer is proposing to enter into a development agreement with the City, which would include the public use of the town square property as a community benefit. Work Program Seifel Consulting, Inc. (Seifel or Consultant) proposes to perform the following tasks based on our initial understanding of the services to be performed. These tasks may be refined upon project initiation. Task 1: Project Initiation, Meetings and Coordination We will initiate our work program with a conference call to review the proposed work tasks and to discuss how they can most efficiently and effectively be implemented. The key focus of this initial discussion will be to: • Review and refine the scope of services based on a mutual understanding of the underlying goals, priorities and parameters of the work program. * Gather and review relevant documents and data provided to date. • Review the schedule for the assembly of additional data and the preparation of work products. • Schedule follow-up calls or meeting(s) to discuss work progress. Throughout the work effort, we will conduct coordination calls or meetings with City staff and/or the developer as needed to ensure the work is accomplished effectively. These calls or meetings will be scheduled periodically and will serve to evaluate the progress of the project work, obtain additional information and review work performed to date. Given the advisory nature of the proposed work program, the proposed work program will likely evolve as work continues and the need for future work products may need to be refined. For this reason, we will collaborate closely with City staff to ensure that our work effort best meets the City's objectives throughout this assignment. Page 2 Task 2. Real Estate Advisory Services Based on our initial understanding of the work program, Seifel proposes to perform the following services in collaboration with City staff and legal counsel: ■ Obtain relevant information regarding the developer's proposed master plan and community benefit program, with a particular focus on the town square and affordable housing components. ■ Review and analyze relevant information provided by the developer regarding the proposed development, including development revenues and costs as applicable. • Utilize current data and reports available through the City and/or published sources to verify developer assumptions and projections. • Review the Fiscal Impact Analysis (FIA) and any related financial analysis prepared by the City's consultant to assist in DA negotiations regarding project costs/benefits to the City. (If possible, the City's consultant will share relevant financial and/or fiscal information that is gathered for their study that could be useful in valuing the community benefits.) ■ In collaboration with City staff and informed by data provided by the developer and FIA, evaluate the potential value for the community benefits that are being offered as well as the value of the benefits being asked (e.g. vested development rights) to the City as part of the development agreement. (City staff will provide a summary of the required components of the proposed master plan, which will not be considered community benefits.) • Prepare for and attend meetings with City staff to discuss proposed communication with the developer, negotiation strategies and preparation of the development agreement. • Provide as -needed consultation via meetings or teleconferences with City staff. (This will include coordination calls as needed to ensure the work is accomplished effectively.) Task 3. Public Meetings Based on our initial understanding of the public meeting process, Seifel proposes to perform the following services: Assist City staff during the public review process. • Assist City staff in preparing for public meetings, hearings and presentations on the proposed project and potential development agreement to the Planning Commission and City Council. • Present findings and recommendations at public meetings, as needed. Task 4. Additional Services This scope of services is based on our initial understanding of our role and tasks to be performed for this assignment. Seifel will provide additional services upon client approval and within a separate additional services budget to be mutually agreed upon, which may include, but are not limited to: • Prepare additional analyses or written products, as mutually agreed upon, which may include a review of submittals by the developer with respect to the use of concession(s) per State Density Bonus law or other proposed components of the development or master plan. ■ Provide additional advisory services, as mutually agreed upon. • Provide a peer review of documents and fiscal and economic analysis provided by the developer and its consultants, which may be subject to a confidentiality agreement. ■ Prepare presentations for and/or participate in additional meetings beyond those described above. • Conduct extensive review of supporting data. 0 Page 3 Retain additional professional advice to inform the work program, such as cost estimation or property appraisal services, or purchase relevant real estate data. • Review and advise on other related issues and/or documents as needed. Schedule and Work Products The schedule for the proposed work program and the anticipated work products will be discussed and generally agreed upon during Task 1. Seifel will prepare electronic communication, summary tables and supporting materials that present initial and refined findings and recommendations from the analysis. If needed, we will prepare a draft and final memorandum of key findings and recommendations from the analysis. All work products will be submitted in electronic PDF format to the City, with the understanding that all work is confidential unless released by the City. Given the nature of this assignment, consultant work files, interim work products and financial pro formas are considered proprietary and confidential. Page 4 Exhibit B: Compensation Given the nature of the assignment, we will bill on a time and materials basis, as the level of effort will vary depending on the desired advisory services and the comprehensiveness of the work program. (See Exhibit A for billing rate terms.) The maximum contract budget for these services is $74,900. Based on initial discussions with staff, Table 1 provides an estimated budget range for each of the proposed tasks along with key budget assumptions. Task 4 includes a budget range for additional services that may or may not be needed as work proceeds. Table 1. Budget Range Estimate for Advisory Services Task Budget Range Key Budget Assumptions $275 Low High Project duration of 6-12 months 1. Project Initiation, Meetings and $9,000 $15,000 Project initiation, review of Coordination materials and two meetings per month (about 3 hours/month) 2. Real Estate Advisory Services 18,000 $23,000 Advisory services that are focused on valuing community benefits as this may evolve. 3. Public Meetings $6,300 $11,900 Public meetings including preparation (3 to 6 meetings) Subtotal (Tasks 1-3) $33,300 $49,900 Tasks I to 3 (without additional services) 4. Additional Services $20,000 $25,000 Contingent allowance for additional services. Total $53,300 $74,900 The terms of compensation and general contract provisions, described below, are incorporated into this contract by this reference. This letter agreement and any exhibits constitute a legally binding contract, setting forth the terms and conditions under which Seifel shall perform services for the Client in conjunction with the work program. Billing Rates Seifel Consulting Inc. bills on a time and materials basis and will maintain our FY 2020/21 billing rates for this assignment given our prior work for the City of San Rafael. Billing rates are subject to annual revision as of July 1, 2023 (starting in FY 2022/23). FY 2020/21 Hourly Rates Public and Non -Profit President $275 Senior Managing Consultant $200 Consultant $135 Administrative Support $90 Page 5 Expenses (Materials) Seifel Consulting Inc. bills expenses as follows: Photocopying/report reproduction charges with a combined total exceeding $25 per month will be billed at 10 cents per black & white single -sided letter page (20 cents for a ledger -sized page) and one dollar per color single -sided letter page (two dollars for a ledger -sized page), except for bulk reproduction of reports, which is charged on a direct reimbursable basis. • Delivery service charges above $25 per month will be billed at cost. Subcontractor Management (if applicable) Upon client approval, where Seifel Consulting Inc. is managing subcontractor(s), a contract administrative charge of 10% will be applied to all subcontractor invoices. Invoicing Seifel shall invoice Client on a monthly basis for all hourly services performed and all reimbursable expenses incurred by Seifel during the preceding month. Invoices are due and payable by Client within thirty (30) days of invoice date. Accounting Mailing Address Please direct all mail concerning invoicing and contracting to: Seifel Consulting, Inc. 5214F Diamond Heights Blvd, #221 San Francisco, CA 94131-2175 Delinquent Payment/Work Stoppage If at any time Client is more than thirty (30) days delinquent with respect to an undisputed invoice, Seifel reserves the right to stop performing services under this letter agreement without any liability whatsoever to Client for damages of any kind client may incur in connection with Seifel's work stoppage. Good Faith Disputes In the event of any good faith dispute with regard to any portion of any Seifel invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts paid to Seifel shall be paid with interest at the rate set forth above, accruing from the 31st day after the invoice date. Any disputes concerning Seifel's invoices must be addressed by Client in writing to Seifel within thirty (30) days of the invoice date. The absence of any such inquiries within the thirty (30) day period shall be deemed an unequivocal acceptance of Seifel's services and an agreement with Seifel's charges for all such services/materials. Client Information Client shall promptly provide Seifel with all of the information, surveys, reports, and professional recommendations requested by Seifel in order to provide its professional services. Seifel may rely on the accuracy and completeness of these items. In addition, Client agrees to provide the cooperation and timely responsiveness of its personnel with respect to the project as may be required from time to time during the performance of the project. Documents This scope of services and fee includes the provision of draft and final documents in an Adobe Portable Document Format (PDF). Administrative draft documents may be provided in Microsoft Word version for Client review and comment. Page 6 Written documents and materials prepared by the Consultant in connection with the performance of its duties under this contract, shall be the sole property of City, and the City may use said property for any purpose, including projects not contemplated by this agreement. Given the nature of this assignment, consultant work files, interim work products and financial pro formas are considered proprietary and confidential. Page 7 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. 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. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. 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 CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' 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. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' 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 CONSULTANT'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 CONSULTANT'S policies shall be at least as broad as Rev. 08.22 B-1 ISO form CG20 0104 13. 3. Except for professional liability insurance or workers' 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, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT 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 CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any 08.22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY 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 CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER 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 CONSULTANT. 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 the CITY. 08.22 B-3 P� RAf, 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: Community Development Project Manager: Leslie Mendez Extension: x3095 Contractor Name: Seifel Consulting Inc Contractor's Contact: Libby Seifel Contact's Email: libby@seifel.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 RESPONSIBLE DESCRIPTION Step COMPLETED REVIEWER DEPARTMENT Project Manager a. Email PINS Introductory Notice to Contractor DATE Check/Initial ❑X 1 10/17/2022 10/17/2022 LM b. Email contract (in Word) and attachments to City LM Attorney c/o Laraine.Gittens@cityofsanrafael.org X❑ 2 City Attorney a. Review, revise, and comment on draft agreement 10/27/2022 and return to Project Manager 10/27/2022 X❑ GC_ b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X —GC— 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a date. 4 Project Manager Forward three (3) originals of final agreement to 11/15/2022 :R - contractor for their signature LM X❑ N/A 5 Project Manager When necessary, contractor -signed agreement 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 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 11/15/22 LM Attorney with printed copy of this routing form Review and approve hard copy of signed 7 City Attorney City Attorney agreement Review and approve insurance in PINS, and bonds U 8 , (for Public Works Contracts) Agreement executed by City Council authorized I� 9 City Manager/ Mayor official l 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager y�j��