HomeMy WebLinkAboutED Downtown Landscape Design; Abey ArnoldAGREEMENT FOR PROFESSIONAL SERVICES
FOR LANDSCAPE DESIGN SERVICES
This Agreement is made and entered into this ST day of .�F'7er1c� , 201& ,
by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Abey Arnold Associates, a
professional corporation (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, The City of San Rafael requests professional services for analysis of
landscaping options for street corners along Fourth Street in Downtown San Rafael; and
WHEREAS, Abey Arnold Associates has been determined to be the most qualified
consultant to provide these services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION.
A. CITY'S Project Manager. The ECONOMIC DEVELOMPENT 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. 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. Phil Abey 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 follows: See
CONTRACTOR's proposal, dated November 5, 2015 and updated September 23, 2016, attached
hereto as Exhibit "A" and incorporated herein by reference.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows: oversee the progress of the project and review the report prior to public release. Cooperate
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with consultant on joint tasks listed in Exhibit "A".
4. COMPENSATION.
For the full performance of the "Design Study" services by CONTRACTOR described in
Exhibit "A", CITY shall pay CONTRACTOR the sum of $14,000, to be billed monthly based
upon time and materials. CITY may authorize additional specified services as described in Exhibit
"A", which shall be payable at the hourly rates set forth therein; provided however that in no event
shall the total compensation payable to CONTRACTOR for services pursuant to this Agreement
exceed the sum of $17,000.
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 be for 1 year(s) commencing on October 10, 2016 and
ending on October 9, 2017. 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 one
(1) year.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon
thirty (3 0) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may tenninate 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. 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 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. 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:
Except for professional liability and worker's compensation insurance, the
insurance policies shall be specifically endorsed to include the CITY, its officers, agents,
employees, and volunteers, as additionally named insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance
policies shall be primary with respect to any insurance or coverage maintained by CITY and shall
not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and
noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form
CG20 0104 13.
3. Except for professional liability and worker's compensation insurance, the
insurance policies shall include, in their text or by endorsement, coverage for contractual liability
and personal injury.
4. The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said
insurance policies except upon ten (10) days written notice to the PROJECT MANAGER.
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.
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
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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, CONTRACTOR shall, to the fullest extent permitted by law,
indemnify, release, defend and hold harmless the City Indemnitees from and against any
CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of CONTRACTOR in the performance of its duties and obligations under this
Agreement or its failure to comply with any of its obligations contained in this Agreement,
except such CLAIM which is caused by the sole negligence or willful misconduct of CITY.
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
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Agreement, and shall survive the termination or completion of this Agreement for the fiill 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 tenns 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's Project Manager:
TO CONTRACTOR's Project Director:
Danille O'Leary
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Phil Abey
Abey Arnold Associates
1005 A Street, Suite 305
San Rafael, CA 94901
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
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. W.,UVERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or
violation of the same or other term, covenant, condition, ordinance, law or regulation. The
subsequent acceptance by either party of any fee, performance, or other consideration which may
become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding
breach or violation by the other party of any term, condition, covenant of this Agreement or any
applicable law, ordinance or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and
all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work performed under this Agreement, until CONTRACTOR has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
JIM"4CUTZ, City M n gerM er
ATTEST:
�zs-F� G - �•Iz�- ,
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
J --an - 'L, f�
ROBERTT. EPSTEIN, City A rney
CONTRACTOR
By:
Name:
Title:
EXHIBIT A
November 5, 2015
September 23, 2016 (updated)
Danielle O'Leary
Economic Development
City of San Rafael
1313 Fifth Avenue
San Rafael, CA 94901
Dear Danielle:
abey yarnoId
A i 5 U C I A T F- S
LANDSCAPE ARCHITECTS
The following is our scope of work and fee proposal for generating a
design concept for a cleaner and safer downtown Fourth Street. The
general direction would be to come up with a prototypical one block area,
including pedestrian intersection treatment that could be replicated in
phases along the length of Fourth Street between E Street to the
Freeway.
Summary:
It is understood that the downtown San Rafael business and residential
community as well as patrons have let it be known that they feel
downtown Fourth Street could be improved. While there have been many
ideas floating around on what to do, nothing has been condensed into a
design study since the West End of Fourth Street (E Street to Miracle
Mile) was studied and improvements implemented.
Our work will include the following:
1 . We will assemble what we can on historical discussions to date.
2. Meet with City Staff to gain complete perspectives on the issues.
This includes City Manager's office, Economic Development, Police,
Public Works, Community Development, Community Services and
Maintenance. '
3. Document other areas of San Rafael that show improvement
through making public spaces cleaner and safer.
4. Generate plan, sections and details of site improvements for one
block area and intersection, including the four pedestrian corners of
Fourth and A Streets.
5. Possibly look into generating an example board of other
downtowns that have addressed the issues that we are looking to
solve.
6. Generate cost estimate for improvements.
Preliminary Considerations:
• Use base plans provided by San Rafael Public Works for drawing
exhibits.
• Economic Development will be primary contact.
• It is anticipated that work study can be completed within two
months.
• While this study is not intended to specifically eliminate the
homeless and intimidating conditions downtown, there may be
some positive outcomes that result in making downtown cleaner
and safer through design improvements.
ib 253-9530 1 416 256 S'780 abeyarnold.CoIn
CA . .-Ir.
Scope of Work and Fee
Work Task
Fee
I. Design Study $14,000.00
A. Communicate with Public Works to get AutoCAD base info.
B. Meetings with various City Staff (6 short meetings).
C. Generate site analysis plan.
D. Generate proposed improvements plan.
E. Generate examples exhibit.
F. Generate exhibit of staff and community input.
G. Generate cost estimate on proposed improvements.
H. Meet with Economic Development for review at 50%, 75% and
100% completion.
I. Final hard copy exhibits.
J. Insert exhibits into power point for presentation.
Construction Documents, Bidding Phase and Construction Observation
are not included under this scope.
Item I will be billed monthly on a time and materials basis not to exceed
$14,000.00. Any work provided in addition to items above will be billed
as extra services at $175.00 per hour for consultation and meeting time,
$150 per hour for design time and $100.00 per hour for drafting and
administration or on an agreed upon lump sum basis.
This is a little more open ended than our typical design and installation
projects so it is a bit more difficult to nail down an accurate fee estimate.
I am hoping by setting the not to exceed figure will work for you in case
we spend less time than anticipated.
Please let me know if you have any questions or concerns.
Sincerely,
Phil Abey
San Rafael Downtown Fourth Street Study Proposal 2 of 2
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: Economic Development
Click here to
Project Manager: Danielle O'Leary
Date of Council approval
enter a date.
Extension: 3460
CONTINUE ROUTING PROCESS WITH HARD COPY
Contractor Name: Abey Arnold Associates
Forward signed original agreements to City
1J0
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Contractor's Contact: Phil Abey
Attorney with printed copy of this routing form
Contact's Email: pabey@abeyarnold.com
Review and approve hard copy of signedJ
di
2
❑ FPPC: Check if Contractor/Consultant must file Form 700
agreement
` (/,7/�6 W-1-
Step RESPONSIBLE DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1 Project Manager a. Email PINS Introductory Notice to Contractor
9/26/2016
9 City Clerk
9/29/2016
TBA
b. Email contract (in Word) & attachments to City
forwards copies to Project Managera-
❑X
Atty c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney a. Review, revise, and comment on draft agreement
10/4/2016
N LAG
and return to Project Manager
10/4/2016
N LAG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to
10/4/2016
X❑
contractor for their signature
4 Project Manager When necessary, * contractor -signed agreement
N N/A
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or
Or
N
Public Works Contract > $125,000
Click here to
Date of Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager,
Forward signed original agreements to City
1J0
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Attorney with printed copy of this routing form
6 City Attorney
Review and approve hard copy of signedJ
di
2
agreement
` (/,7/�6 W-1-
7 City Attorney
Review and approve insurance in PINS , and bonds
Q �y
(for Public Works Contracts)
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1117116
8 City Manager/ Mayor
Agreement executed by Council authorized official
9 City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Managera-