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HomeMy WebLinkAboutCC Resolution 10298 (St. Vincents Planning Project)RESOLUTION NO. 10298 A RESOLUTION OF THE CITY COUNCIL OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO SIGN A PROFESSIONAL SERVICES AGREEMENT WITH KEN KAY ASSOCIATES AND BARBER AND GONZALES CONSULTING GROUP IN AN AMOUNT NOT TO EXCEED $50,000 TO PROVIDE CONSULTING SERVICES FOR THE ST. VINCENT'S/SILVEIRA PLANNING PROJECT WHEREAS, in June 1998, City Council agreed to a Memorandum of Understanding with the Marin County Board of Supervisors, wherein the M.O.U. outlined a joint planning process for the preparation of general plan amendment recommendations for the San Rafael General Plan and the Marin Countywide Plan; and WHEREAS, in July 1998, the City Council and Board of Supervisors appointed a 14 - member Advisory Task Force which will seek to reach consensus on general plan amendment recommendations; and, WHEREAS, consultant assistance is needed to provide meeting facilitation and design services for the St. Vincent's/Silveira planning project; and, WHEREAS, the firms of Ken Kay Associates and Barber and Gonzales Consulting Group have the experience and expertise to perform such services, have ably assisted other communities in similar land use planning projects, and desire to jointly contract with the City on this project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that it hereby authorizes the City Manager to sign a Professional Services Agreement, in a form approved by the City Attorney, with Ken Kay Associates, and Barber and Gonzales Consulting Group to work with City staff and provide facilitation and design assistance for the St. Vincent's/Silveira planning project, for an amount not to exceed $50,000. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on the 17`h day of August, 1998, by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen A. JEA . LEONCI , City Clerk 41riINA1 Task Force Outreach Communication EMBIT A St. Vincent's -Silveira Advisory 'Task Force Project Framework Tasks/Outcomes Steps Fall Committee Meetings • Ground Rules • Common Language September 19, 1998 -All Day • Communication Lunch/SiteTour • Outline Expectations • Set Protocol • Outline Process • Previous Work • Previous Studies • Site Information • Policy Documents • Advisory Committee Recommendations • Constraints & Opportunities Map • Previous Work Analysis • Site Analysis • Issues Diagram • Interests/NeedsDiagram • Develop Program Criteria • Define Criteria Ranges • Identify Options For Policy And Design Approaches • Policy And Program Development • Land Use Diagram Development • Finalize Committee Report • Prepare Council & Board Presentation • Next Steps s0: 3 • September 19, 1998 - All Day • October 8,1998 - Evening • November 14, 1998 -All Day • December 16, 1998 - Evening • January 28, 1999 - Evening • February ry I1, 1999 - Evening • March 11, 1999- Evening Task Force Internal Communication PROFESSIONAL SERVICES AGREEMENT FOR K. KAY ASSOCIATES (A CORPORATION) TO ASSIST IN DEVELOPMENT OF GENERAL PLAN RECOMMENDATIONS FOR ST. VINCENT'S/SILVEIRA This Agreement is made and entered into this 15`h day of October, 1998, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and K. Kay Associates (a corporation) (hereinafter "CONTRACTOR"). RECITALS WHEREAS, on June 15, 1998, the City Council agreed to a Memorandum of Understanding with the Marin County Board of Supervisors to embark on a process to develop general plan recommendations for the San Rafael General Plan and the Marin Countywide Plan; and, WHEREAS, the CITY has determined that consulting and design services are required to assist with facilitation of the work of the St. Vincent's/Silveira Advisory Task Force; and, WHEREAS, the CONTRACTOR has offered to render certain specialized professional services in connection with this Project. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Community Development Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER, in consultation with the Director of the Marin County Community Development Agency, shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Kenneth J. Kay 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 PROJECT DIRECTOR designee shall be subject to the prior written approval of the PROJECT MANAGER. e 2. DUTIES OF CONTRACTOR. A. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit A attached hereto and incorporated herein. B. COMMENCEMENT. CONTRACTOR agrees to commence work immediately after the date of signing this contract. C. COMPLETION. Tasks described in Exhibit A shall be completed by April 1, 1999. 3. DUTIES OF CITY. CITY shall perform the duties as follows, and as further described in Exhibit A: A. Arrange meeting rooms; prepare meeting materials, summaries, and mailings; assist with small group facilitation; assist with public events; prepare draft and final documents; and, perform other tasks as needed to complete the project. B. Provide such information as is generally available from City files applicable to the project. C. Provide assistance in obtaining information from Marin County and any other governmental agency or private party. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an amount not to exceed $25,000, based upon the hourly fees shown in Exhibit A. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices in accordance with worktasks as shown in Exhibit A submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for eight months commencing on August 3, 1998 and ending on April 1, 1999. Upon mutual agreement of the parties, in consultation with the Director of the Marin County Community Development Agency, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of three months. Additional compensation in connection with any such extension may be provided only as agreed to by City Council Resolution. 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. 2 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. 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 and the County of Marin. CITY and the County of Marin may use said property for any purpose, including projects not contemplated by this Agreement. CITY shall defend and indemnify against and from all claims, liabilities, damages and expenses (including attorney's fees) incurred by CONTRACTOR as a result of the CITY'S use of such documents and materials for purposes other than the project as contemplated in 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. 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 ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 3 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($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 $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 10. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. The commercial general insurance policy shall be endorsed for contractual liability and personal injury; 3. 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. 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. With the exception of Errors and Omission insurance, 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; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. 12 D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. 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. 11. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, for personal injury, property damage or death, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement." 12. NONDISCRUVENATION. 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: 5 TO CITY: Robert M. Brown, Director Community Development Department City of San Rafael PO Box 151560 San Rafael, CA 944915-1560 TO CONTRACTOR: Kenneth J. Kay, Project Director K. Kay Associates 1045 Sansome St., Studio 321 San Francisco, CA 94111 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. 0 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, and any subcontractor, 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. CONTRACTOR's taxpayer identification number is 94-2861050, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 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 SA FAEL City Manager ATTEST: APPROVED AS TO FORM: 1411, %L City Attorney Services/Professiona! Services 7 EXHIBIT A On August 3, 1998 K. Kay Associates, Barber & Gonzales Consulting Group, the City of San Rafael and the County of Marin discussed and defined the roles, responsibilities, products, meetings and schedules required for the St. Vincent's/Silveira Advisory Task Force process. The role of the Contractor, K. Kay Associates, is to prepare the Project Framework and other products as described in the Project Chart, attend Advisory Task Force meetings, prepare for and attend individual or staff discussion meetings as outlined in the Worktask and Fee Breakdown in this exhibit, and review the work products prepared by the staff members of the City of San Rafael and the County of Marin. Included in Exhibit A are: • Project Chart • Project Framework • K. Kay Associates Worktasks and Fee Breakdown • K. Kay Associates Schedule of Charges A-1 ST. VINCENT'S/SILVEIRA ADVISORY TASK FORCE PROJECT CHART Italics: Barber & Gonzales Consulting Group tasks No italics: K. Kay Associates tasks Bold: Shared task by Barber and Kay CONSULTANTS Establish a clear understanding of all parties of the charge for both the Task Force, the purpose of staff and consultants, and the role of the larger community. Maintain a vision of the 'agenda' of issues and tasks to be addressed and resolved, in consultation with City and County staff. Introduction to and education about the language of principle, interest -based decision- making. Creation of a common language, ground rules, nouns, and expectations for the Task Force's process. Training staff re 'looping out' to constituencies. Review and comment on graphics prepared by the City and/or County for meetings. Review and provide recommendations on meeting materials, draft documents. Provide effective meeting management to "make communication " easy. Train Task Force members and staff on 'sltoeleatlter' cont►nu►tication and facilitation. Review `group memory' and communiques documents from Task Force meetings. Provide graphics, sketches, and design alternatives as needed at meetings. Assist Task Force in understanding the interests, pursuing creativity, and comparing options to achieve a consensus agreement. Review design competition and prepare and present findings of common themes. Conduct a physical site analysis, and prepare a multiple opportunities diagram based on documents, maps and drawings provided by the City and County. Prepare issues diagram. Educate Task Force members about involving and infonning constituency groups. RESPONSIBILITIES CITY/COUNTY Purpose and Agenda Provide a clear charge to the Task Force. Provide and maintain a constituency listing. Assist with the `agenda' of the Task Force, document the ongoing 'agenda' of the Task Force, and draft and distribute meeting packets in consultation with consultants. Process Participate in the education and training, and provide document duplication and meeting support as needed. Logistics Secure meeting space(s), prepare and distribute meeting materials, prepare graphics, manage the calendar, print/copy Task Force materials, produce draft and final documents, provide meeting refreshments, and meeting set up, preparation and tear down. Facilitation Assist with small group facilitation and 'shoeleather visits." Recording Assist as needed with recording, provide draft and final communiques, prepare draft and final 'group memory' documents, and reproduce documents for Task Force members. Creativity, Closure and Prepare support documents, and assist with Consensus presentations and activities to identify options and encourage creative solutions. A-2 Support consultants and Task Force members in efforts to involve constituency groups. Prepare draft and final documents, including text goals and policies, and maps. I'ask Force Outreach Communication St. Vincent's -Silveira Advisory Task Force Tasks/Outcomes • Previous Work • Previous StUdles • Site Intbrmation • Policv Documents • Advisor Committee Recommendauons • Multiple Opportunities Map • Ground Rules • Common Language • Communication • Outline Expectations • Set Protocol • Outline Process • Previous Work Anal%sis • Site Anal%sis • Issues Diagram • Interests. NeedsDiagram • Devclop Program Criteria • Deline Criteria Ranges • IdentiR Options For Polic% And Design Approaches • P0I1cV %nd Program Development • Land I,se Dia_eram Development • Finalize Committee Report • Prepare Council & Board Prescnlatiun • Nest Steps Project Framework Steps Inventory/ Education Process Orientation/ Definintion Analysis Develop General Plan Options And Recommendations = Finaliz_e Recommendations ** A -3 Full Committee Meetings • September 19. 1998 - All Dn} • October S. 1998 - Lvenur_ • October 17. 1998 - All Day • November 14. 1998 - All Da\ • December 16. 1998 - Benita • January 28. 1999 - Cyemnu • February 11. 1999 - Evening • March 11, 1991) - Gvcnme Task Force Internal Communication ST. VINCENT'S/SILVEIRA KENKAY ASSOCIATES WORKTASKS AND FEE BREAKDOWN KenKay Associates role is to attend Task Force meetings (8), attend individual or staff meetings (5), set up the project procedure and schedule, review and comment on products which includes graphics and text to be prepared by the City of San Rafael and County of Marin staff. KenKay Assoicate fee and project expenses are $25,000, the amount allocated by the City and County for this project. KenKay Associates Worktasks and Fee Breakdown Project Set -Up and Staff Meetings to Date Ken Kay 4 Hours x $185 = $740 Joe DeCredico 18 Hours x $100 = $1,800 2. Attend Task Force Meetings (Eight) Ken Kay 48 Hours x $185 = $8,880 Joe DeCredico 48 Hours x $100 = $4,800 3. Individual or Staff Meetings (Five) Ken Kay 6 Hours x $185 = $1,110 Joe DeCredico 48 Hours x $100 = $4,800 $2,540 $13,680 $3,610 4. Review and provide comments for all graphic $4,325 and written products produced by City/County staff. Prepare and present synthesis of previous Design Competition, Multiple Opportunities Diagram, and Issues Diagram. Ken Kay Joe DeCredico 5. Project Expense Budget 48 Hours x $185 = $8,880 48 Hours x $100 = $4,800 $935 $25,000 Any additional services requested and approved by the City shall be by separate written agreement by amendment of this agreement pursuant to paragraph 17, and will be billed on a time and materials basis in accordance with the Schedule of Charges enclosed. A-4 K E y K A 1 A S S U C I A T E S Date: August 25, 1998 Project Name: St. Vincent's - Silveira Project Number: 9832.00 SCHEDULE OF CHARGES Effective through January, 1999 Personnel Principals: Kenneth J. Kay Craig R. T. Heckman Senior Associates: Joe DeCredico Associates Professional Staff Draftsperson Administrative Support Landscape Architecture Urban Planning 1045 Sansome Street Studio 321 San Francisco California 94111 (415)956-4472 (415)956-4522 Fax KenhaySF®aol.com Kenneth I Kay ASLA. APt1. C, Craig R.T. Heckman ASLA Billine Rate per Hour $185.00 $120.00 $100.00 $ 90.00 $ 80.00 $ 50.00 $ 35.00 Reimbursable Expenses Reproductions, photography, models, long distance telephone calls, and other reimbursable direct expenses will be charged at cost plus 15%. Consultants will be charged at cost, plus 15%. Travel: Company vehicle $.32 per mile Auto rental Cost Airfare Cost Per Diem: & A- r; Actual out-of-pocket expenses for meals and lodging PROFESSIONAL SERVICES AGREEMENT FOR BARBER & GONZALES CONSULTING GROUP (A SOLE PROPRIETORSHIP) TO ASSIST IN DEVELOPMENT OF GENERAL PLAN RECOM IENDATIONS FOR ST. VINCENT'S/SILVEIRA This Agreement is made and entered into this 19`s day of October, 1998, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Barber & Gonzales Consulting Group (a sole proprietorship) (hereinafter "CONTRACTOR"). RECITALS WHEREAS, on June 15, 1998, the City Council agreed to a Memorandum of Understanding with the Marin County Board of Supervisors to embark on a process to develop general plan recommendations for the San Rafael General Plan and the Marin Countywide Plan; and, WHEREAS, the CITY has determined that consulting and design services are required to assist with facilitation of the work of the St. Vincent's/Silveira Advisory Task Force; and, WHEREAS, the CONTRACTOR has offered to render certain specialized professional services in connection with this Project. AGREEMENT NOW, THEREFORE, the parties 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. The Community Development Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER, in consultation with the Director of the Marin County Community Development Agency, shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Steve Barber 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 PROJECT DIRECTOR designee shall be subject to the prior written approval of the PROJECT MANAGER. 2. DUTIES OF CONTRACTOR. A. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit A attached hereto and incorporated herein. B. COMMENCEMENT. CONTRACTOR agrees to commence work immediately after the date of signing this contract. C. COMPLETION. Tasks described in Exhibit A shall be completed by April 1, 1999. 3. DUTIES OF CITY. CITY shall perform the duties as follows, and as further described in ENMIT A: A. Arrange meeting rooms; prepare meeting materials, summaries, and mailings; assist with small group facilitation; assist with public events; prepare draft and final documents; and, perform other tasks as needed to complete the project. B. Provide such information as is generally available from City files applicable to the project. C. Provide assistance in obtaining information from Marin County and any other governmental agency or private party. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an amount not to exceed $25,000, based upon the hourly fees shown in Exhibit A. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices in accordance with worktasks as shown in Exhibit A submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for eight months commencing on August 3, 1998 and ending on April 1, 1999. Upon mutual agreement of the parties, in consultation with the Director of the Marin County Community Development Agency, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of three months. Additional compensation in connection with any such extension may be provided only as agreed to by City Council Resolution. 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. 2 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 convect 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. 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 and the County of Marin. CITY and the County of Marin may use said property for any purpose, including projects not contemplated by this Agreement. CITY shall defend and indemnify against and from all claims, liabilities, damages and expenses (including attorney's fees) incurred by CONTRACTOR as a result of the CITY'S use of such documents and materials for purposes other than the project as contemplated in 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. ASSIGNABR=. 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. 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 ($1,000,000) dollars per occurrence 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 ($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 $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 10. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. The commercial general insurance policy shall be endorsed for contractual liability and personal injury; 3. 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. 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. With the exception of Errors and Omission insurance, 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; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. 4 D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. 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. 11. INDEM 'gMCATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, for personal injury, property damage or death, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 12. NONDISCRIlVIINATION. 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 terns 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: 5 TO CITY: Robert M. Brown, Director Community Development Department City of San Rafael PO Box 151560 San Rafael, CA 944915-1560 TO CONTRACTOR: Steve Barber, Project Director Barber & Gonzales Consulting Group 6973 Douglas Blvd., Suite 102 Granite Bay, CA 94746-6256 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. 0 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, and any subcontractor, 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. CONTRACTOR's taxpayer identification number is 680367616, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 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 City Manager ATTEST: Ji'ty'=1erk„ • '7yj W/ 7 CONTRACTOR Name: S'I V H ' N 1 Title: Tx k�-' e- 17 4 %-- Services/Professional Services Contract Form -1 (Revised 4/96) EXHIBIT A On August 3, 1998 Barber & Gonzales Consulting Group, K. Kay Associates, the City of San Rafael and the County of Marin discussed and defined the roles, responsibilities, products, meetings and schedules required for the St. Vincent's/Silveira Advisory Task Force process. The role of the Contractor, Barber & Gonzales Consulting Group, is to prepare the Project Framework and other products as described in the Project Chart, attend Advisory Task Force meetings, prepare for and attend individual or staff discussion meetings as outlined in the Worktask and Fee Breakdown in this exhibit, and review the work products prepared by the staff members of the City of San Rafael and the County of Marin. Included in Exhibit A are: • Project Chart • Project Framework • Barber & Gonzales Worktasks and Fee Breakdown • Barber & Gonzales Schedule of Charges A-1 ST. VINCENT'S/SILVEIRA ADVISORY TASK FORCE PROJECT CHART Italics: Barber do Gonzales Consulting Group tasks No italics: K. Kay Associates tasks Bold: Shared task by Barber and Kay CONSULTANTS Establish a clear understanding of all parties of the charge for both the Task Force, the purpose of staff and consultants, and the role of the larger community. Maintain a vision of the 'agenda' of issues and tasks to be addressed and resolved, in consultation with City and County staff. Introduction to and education about the language of principle, interest -based decision- making. Creation of a common language, ground rules, nonns, and expectations for the Task Force's process. Training staff re 'looping out' to constituencies. Review and comment on graphics prepared by the City and/or County for meetings. Review and provide recommendations on meeting materials, draft documents. Provide effective meeting management to 11makecommunication" easy. Train Task Force members and staff on 'shoeleather' communication and facilitation. Review `group memory' and communiques documents from Task Force meetings. Provide graphics, sketches, and design alternatives as needed at meetings. RESPONSIBILITIES CITY/COUNTY Purpose and Agenda Provide a clear charge to the Task Force. Provide and maintain a constituency listing. Assist with the 'agenda' of the Task Force, document the ongoing 'agenda' of the Task Force, and draft and distribute meeting packets in consultation with consultants. Process Participate in the education and training, and provide document duplication and meeting support as needed. Logistics Secure meeting space(s), prepare and distribute meeting materials, prepare graphics, manage the calendar, print/copy Task Force materials, produce draft and final documents, provide meeting refreshments, and meeting set up, preparation and tear down. Facilitation Assist with small group facilitation and 'shoeleather visits." Recording Assist as needed with recording, provide draft and final communiquds, prepare draft and final 'group memory' documents, and reproduce documents for Task Force members. Assist Task Force in understanding the Creativity, Closure and interests, pursuing creativity, and Consensus comparing options to achieve a consensus agreement. Review design competition and prepare and present findings of common themes. Conduct a physical site analysis, and prepare a multiple opportunities diagram based on documents, maps and drawings provided by the City and County. Prepare issues diagram. Educate Task Force members on involving constituency groups. A-2 Prepare support documents, and assist with presentations and activities to identify options and encourage creative solutions. Support consultants and Task Force members in efforts to involve constituency groups. Prepare draft and final documents, including text goals and policies, and maps. Task Force Outreach Communication St. Vincent's-SHveira Advisory `bask Force Project Framework Tasks/Outcomes Steps Full Committee Meetings • Previous Wort: Previous Studies • Site Information • Policy Documents • Advison• Committee Recommendations • Multiple Opportunities Map • Ground Rules Common Lanauaee Communication • Outline Expectations • Set Protocol • Outline Process • Previous Work :malt 115 • Site Anaivsts Issues Diagram • !merests-veedsDiaemm • Develop Proamm Crucrta Define Cntcna Ranges IdentiR Options For Poltcv And Design Approaches • Poltc}' And !:op -ram Development i Land Use Dtaeram Development Inventory/ Education Process Orientation/ Definintion Analysis Develop General Plan Options And Recommendations • September 19. 1998 - .all Day • October 8. 1998 - Evcmng • October 17. 1998 - All Da% • November 14. 1998 - All Da% • December lo. 1998 - Berom! • Januar% 78. 19`)4 - Eventne • Februar, 11. i 999 - Evening • Finalize Committee Report nialize' • i'rcpuc Council & Board' •:_-r--; - r:::' _ March 11. 044 - Evenute Presentation Recomniendatlons y.^ rte: •. _. . i Vast steps - -F- - A -� Task Force Internal Communication St. Vincent's - Silveira BARBER & GONZALES CONSULTING Worktasks and Fee Breakdown..... BARBER & GONZALES CONSULTING role includes facilitation., design, coaching, training, consulting, support services to the facilitation process as necessary and -related to the interest -based decision making process. More specifically, this role includes designing and facilitating Task Force meetings (7); attending and facilitating as necessary the individual and staff meets (5); engage in individual coaching and backgrounding, designing, attending,, assisting with press and constituent relations; "group memory" and communique development; and Task Force participant contact. BARBER & GONZALES Worktasks and Fee Breakdown: 1. Project `Backgrounding" and "coaching" with participants to date Steve Barber 8 hours x $225 $1800 2. Project `Backgrounding" and "coaching" with participants Steve Barber 8 hours x $225 $1800 3. Project staff and individual meetings to date Steve Barber 4 hours x $225 $ 900 4. Project staff and individual meetings Steve Barber 25 hours x $225 $5625 5. Facilitate Task Force meetings Steve Barber 42 hours x $225 $9450 6. Prepare Task Force Group Memory associate 28 hours x $85 $2380 7. "Get Ready" for Task Force meetings Steve Barber 0 hours x $225 $0 8. Constituency "loop out" meetings Steve Barber 12 hours x $225 $2700 9. Materials & expenses $345 Estimated Fee and Expenses $25000 Barber & Gonzales Consulting Croup 6963 Douglas Blvd., Suite 102, Granite -Bay. CA 95746-6256 Phone 916 786-4368 • Fax 916 786-0750 • Emalb PrdymPJgrm@earthlink.net WebpVw httpJ/wwwMamd gmpdgrim-com A -L. - DAVEM & GONZALFS �w C 0SUMm croup PARADIGM PIWRIMS in Communication . Organizational Effectiveness • Negotiation Date: August 27, 1998 r Project Name: St. Vincents's - Silveira Project Number: 9832.00 (KenKay) PERSONNEL Principals: J. Stephen Barber Raymond J. Gonzales, PhD. Associates: Wendy Cowan Stuart McElhinny Otis Wollan Laurie McCann Administrative Support: Design Facilitation Clerical REIMBURSABLE EXPENSES SCHEDULE OF CHARGES Effective through January, 1991; r, BILLING RATE per HOUR $225.00 $225.00 $187.00 $187.00 $187.00 $187.00 $ 85 $ 85 $ 85 Long distance telephone calls, reproductions, photography, materials, equipment, etc. will be charged at cost plus 15%. Consultants will be charged at cost plus 15%. Travel: vehicle $.32 per mile auto, airplane rental cost airfare cost Per diem: cost 6963 Douglas Blvd., Suite 102, Granite Bay, CA 95746-6256 Phone 916 786-4368. Fax 916 786-0750 • Email PrdymPigrm@earthiink.net Web page http://www.paradigmpilgrim.com