HomeMy WebLinkAboutPW Interstate 580-US 101 Interchange ProjectAGREEMENT FOR PROFESSIONAL SERVICES
FOR INTERSTATE 580/US 101 INTERCHANGE PROJECT
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This Agreement is made and entered into this °Z� day of 120 0 , by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"). and Bary J. , iller (hereinafter
"CONSULTANT").
RECITALS
WHEREAS, the CITY has determined that consulting services are required to draft Guiding
Principles for the Interstate 580/US 101 Interchange project; and
WHEREAS, the CONSULTANT has agreed to render such services.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as folloNN s:
I . PROJECT COORDINATION.
A. CITY'S Project Manager. The Public Works Director is hereby designated the
PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of
the progress and execution of this Agreement.
B. 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. Barry J. Miller 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.
2. DUTIES OF CONSULTANT.
CONSULTANT shall perform the duties and/or provide services outlined in the
CONTRACTOR's proposal dated January 14, 2021, marked az, Exhibit A attached hereto and
incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
described in Exhibit A, attached hereto, and incorporated herein.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall pay
CONTRACTOR on an hourly rate basis for services rendered in accordance with the rates shown in
Exhibit A, attached hereto, and incorporated herein, in an amount not -to -exceed $2,970.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
5. TERM OF AGREEMENT.
The term of this Agreement shall be for 1 year commencing upon the date of execution 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 additional period of up to 90 days.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty
(30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may 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 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.
7. 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.
8. 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 perfonnance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
or its agent in any such audit or inspection.
Revised 1!29 2020
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, CONSULTANT 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) peroccurrence/two million dollars ($2,000,000) aggregate, fordeath,
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 an) 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. If it employs any person, CONSULTANT shall maintain worker's
compensation insurance, as required by the State of California, with statutory limits, and
employer's liability insurance with limits of no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONSULTANT'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
CONSULTANT in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under 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
Revised 1/292020
ISO form CG20 0104 13.
3. Except for professional
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or worker's compensation
in their text or by endorsement, coverage for
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 Foran, then, following termination
of this Agreement, said insurance coverage shal l 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 narned 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. Furthennore, 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.
C. Deductibles and SIR's. Any deductibles or self-insured retentions in
CONSULTANT'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 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
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
Revised 1/29.12020
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 PROJECT
MANAGER and the City Attorney.
11. INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., 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
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 (collectiN ely 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
Revised 1.129 2020
of time allowed by law.
12. 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.
13. 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 hanmless 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 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.
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: Bill Guerin
City of San Rafael
11 1 Morphew St
San Rafael, CA 94901
TO CONSULTANT's Project Director: Barry Miller
817 Alvarado Road
Berkeley, CA 94705
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement. CONSULTANT, its officers,
agents and employees shall act in the capacity of an hldependent Contractor, and not as employees of
the CITY. CONSULTANT and CITY expressly intend and agree that the status of
Revised 1/29/2020
CONSULTANT, 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 CONSULTANT and the CITY.
C. No other agreement, promise or statement, «ritten 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.
18. 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.
19. WAIVERS.
The waiver by either party of any breach or violation of any tenn, 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 terns and conditions of this
Agreement, or arising out of the perfonnance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
Revised 1/29+2020
21. 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 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).
22. SURVIVAL OF TERMS.
Any teens of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
JIM "TZ, CA Mat ager
ATTEST:
�Ir LINDSAY LARA, City Clerk
Revised 1/29/2020
CONSULTANT
By:
Name: Barry J. Miller
Title:
[If CONSULTANT is a corporation. add signature of
second corporate officer]
APPROVED AS TO FORM: Name:
Title:
ROBERT F. EPSTEIN, City Attorney
Revised 1/292020
By:
APPROVED AS TO FORM: Name:
Title
IM -14 a -k
b ROBERT F. EPSTEIN, ity Attorney
Revised 1/29'2020
817 Alvarado Road
Berkeley, CA 94705
510-847-0068
barry@barrymiller.net
January 14, 2021
Bill Guerin, Director of Public Works
City of San Rafael
I I I Morphew Street
San Rafael, CA 94901
Dear Bill -
rl♦ i
Barryl
Miller
Thank you for the opportunity to provide supplemental services to the City of San Rafael related to the
Interstate 580/ US 101 interchange project. I'm responding to your request for a draft scope of work
and budget to prepare Guiding Principles for the project. With your authorization to proceed, I am
prepared to provide the following services:
1. Orientation. Barry Miller will participate in one or more briefings with staff to better understand
the City's objectives and desired outcomes. He will also review background documents on the
project and other relevant memoranda and correspondence.
2. Stakeholder Interviews. Barry will conduct up to six (6) interviews via Zoom with stakeholders
to be identified by the City. These would focus on issues and potential outcomes related to the
freeway interchange improvements, including issues such as aesthetics, congestion management,
improved local access and safety, economic benefits and opportunities, social equity, environmental
quality, and construction impacts. Each interview would be approximately 30-45 minutes long.
Interviews will be recorded and a written summary of each interview will be compiled.
3. Draft Guiding Principles. Barry will prepare draft Guiding Principles suitable for submittal to the
Transportation Authority of Marin. The Guiding Principles will reflect feedback provided during the
interviews and express shared values and expectations for the project. The Principles will be
formatted as a one-page statement, followed by a supplemental memo that provides context for
each principle and a more complete explanation of the feedback received. Barry will submit the
draft document to City staff for review and revisions will be solicited. As needed, a meeting with
staff will be held to discuss revisions.
4. Final Guiding Principles. The document will be revised as needed and returned to the City for
submittal to TAM.
A budget of 22 hours at $135/ hour (total not to exceed $2,970) is estimated for this work, allocated as
follows:
• Task I: 4 hours
• Task 2: 8 hours
• Task 3: 8 hours
• Task 4: 2 hours
Ei_' :H I BIT F
Work will be billed on a time and materials basis. An itemized invoice will be submitted within 30 days
of completion identifying the number of hours spent on this assignment by date, and the specific tasks
completed. The invoice will be separate from the other services I am providing to the City.
The scope of work can be initiated immediately upon authorization to proceed and would conclude
within 30 days of the start date.
If the terms of this letter are acceptable, please provided written authorization to proceed via email or
letter and we can schedule the initial kickoff discussion. My City business license, insurance, W-9 forms,
and other materials required for City contracts are all current and on file at the City.
Thank you -
Barry Miller, FAICP
Principal
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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: Public Works
Project Manager: Iman Kayani for BG Extension: 3352
Contractor Name: Barry J. Miller
Contractor's Contact: Barry Miller Contact's Email: Nmy(a-barrymiller.net
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
❑
b. Email contract (in Word) and attachments to City
1/27/2021
❑x IKK
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney
a. Review, revise, and comment on draft agreement
1/27/2021
❑x LG
and return to Project Manager
1/27/2021
❑x LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
1/27/2021
❑x BG
contractor
4
Project Manager
Forward three (3) originals of final agreement to
1/27/2021
❑x IKK
contractor for their signature
5
Project Manager
When necessary, contractor-siened agreement
❑x N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑X IKK
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
2/11/2021
IKK
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
_ /
0 di
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
— Z�
official
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
r(�