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HomeMy WebLinkAboutCM Master Services Agreement; Ricardo Huerta Nino, PhD Professional ServicesC'in• gf'.Stm Rahe/ .I Itme1' Consultum Services. I UPeEi11. 11I City of San Rafael NIASTER CONSULTANT SERVICES AGREEMENT for Prole.ssional Services THiS AGREEMENT is entered into on 113/'1021 bct\lcen the City of San Rafael. a California municipal corporation ("City"). and Ricardo G. HLlel-La Nino. PhD t" Consultant'). RECITALS `,. File Cite wishes to contract for the provision of professional consufting services. as described in individual "'Task Orders" to be issued by the City during the Term ofthis A-reenlcnt. B. Corlsuhant Ila',tile shill. experience. ability. hack,round. certification and klion ledL:, t:• provide the sell ices. C o11SUltallt gUallhcatlolls have been reg iewed and accepted by the Cit. Consultant desires to perform such professional services under agreement with the C'in . NOW. THEREFORE. in consideration of the terms and conditions contained 111 this Aureement. the Cite and Consultant agree as follows: AGREENIENT 1. Se1•aices. Suhiect to the terms and conditions set forth in this Agreement- Consultant shall provide the prole,sional conurlunity enI23LCnlent services as requested and described in a Task Order issued for such services by the Cit}. and shall coordinate activities so the project that is the subject of' each Task Order is completed according to the City's requirements. a. Task Orders. it is understood and a�-,reed that each Task Order shall list the scop: ofservices to he performed, the schedule for perforimince, aily special conditions. and the form. amount. and conditions of compensation for services. A Task Order is effective only when siE-med by C011SLlltant and the CiLv [vinimu.er of then' aUtl101•1Led repreSelltatlVeS. The Cit- shall designate a Project Manager who shall be fUIIV aCCiI-laillt0d with tile project and have authors -L1 within the limits ofCity policy to render decision; pronlpti_, File City \ ill cooperate with Consultant and provide reasonable access to the site. Upon Written request. the Cite shall provide all reasonably available informMtion incluClinI reports. �;Llrveys. anti other related information reaardin`u its requirements for a project that is the suhject of a Task Order. COYISLIltallt Ilia`: reaS011ably rel\ on the accuracy and completeness of the information provided. b. Performance. Consultant shall perform the services described in the Task Order. The tinle of performance of the services under this Agreement is important to the City. and al! time deadlines identified in the Task Order shall he strictly construed. I Compensation and i'ayment. a. Compensation. As consideration for services, Cit\ agrees to pay Consultant. and Consultant agrees to accept from Cit' as full compensation for the services. a fee that does not exceed the total bud—leted amount detailed in each Task Order. The total amount, ofcompensation payable under any individual Task Order shall not exceed $50.000. Rev. ilav 15. 2Q 19 Pa,e 1 of '7 of still Rafael I las/cr C'u;rsrllYa111 Sel'PiCeS A reenlc nt b. PaVIIlelll. Consultant shall bill Cit% nulnthl\- \% ]ill an itenli7ed in\oice. and CiT, agrees to pay the invoice \\ ithin 30 days of receipt. Each pa}-nlent Shall be l -or tile in\ oiced a1110L111t. With 110 I.0te ltloll. =. Term: Termination. :i. Tot -ill. This Agreement Shall be' -In LIP011 eXeCLltlon b\ both parties and remain ill 'fl ct for one ( I ) rear thereafter. h. Termination. Eithcr party nlav terminate the Agreement \\ ithout cause by giving thirty days \\ ritten notice to the other Party in compliance \villi Section I I (a) of this Agreement. =i. Professional Efforts; Responsible Personnel. C011SUIlant shall pet ,�ornl aii services required under this Agreement ill the manner and according to the standards observed bye a conlnetent ba Area practitioner Of the profession In WhiCh ConSLlltant IS engaged. All PI'OdLictS that Consultant dehverS t0 City Shall conform t0 tile standards OfgUalitt' norniall\ observed b\a peis0n Practicirla in Consultant profession. The City shall he the sine judo*e is to whether the product of the COnsultallt IS SatiSiaC101', Cunsultant shall be liable and. LIPOII demand. Shall I'eilllbLll'SC City for additional costs incurred hr Lfie Cit as a reSLllt 0f COIiSUltant S er1'01-S or omissions. Consultant makes no other \varrant\, express or i Ill 111 fed. C011Suliant represents that it and its employees are fully gualihed t0 Pel-l'oI'lll the Sel-4iCeS Linder this Agreement. COI1SUItallt I-ept'eSell[S and warrants to the City that COl1SLlltant has, and at all tinleS durina the performance of this Agreement shall maintain. all licenses, permits, gUalifications, gild approvals that � are required fur Consultant to practice C011SUIta11L'S Prulession. Consultant shall assign only competent Pel'S011ilel t0 1101'f61 -1i1 SCI'VICCS Under this Agreement. It the Cit\'• ill Its sole disel-etion. at all\' time, desires the removal of any person Or persons assigned by Consultant to perform Services unifier this 4; rreemen-- COnsultant shall remove am Such person immediately upon IVCCIVlll notice fr0111 the CiL\. COIISUItailt shall at its Sole cost. expense. and Ilablllt\: furnish all facilities and equipment that may be required for furnishing services under this Agreement. 5. Independent Contractor. Consultant. its agaents. employees and independent contractors are told shall at till t1111es remain. as t0 the Cit\, wholly independent coil iI'd C[OI'S. Nellhel- the City nor am of its Officers or enlployees shall have ally control 0\'er the manner by \VhICh the COIi3LIltallt Pel'101.111S LIIIS Agreement and Shall only dictate the results ofthe performance. Consultant shall not represent that C onsuliant. or its a*aents. employees or independent contractors. are agents or employees of the City. C onSLIkant is responsible IN- the payment of al l taxes, \\ urkers. conlPensatiun insurance and ullemplOb'I11CIII II1SLl1'al1Ce. C0IISLlltant shail Obtain no riL_fl[S to retirement benefits or other benefits that LICCi'lle t0 Cit\''S ellIP10yeCS. and COLISLlltallt llereb\ \Vaivcs ail\' claim it Ilia\' have t0 ally SLICII I'IL1l1tS. Excei)t LIS the City max Specify in \vl'ltill`r. C0I1SUltant Shall have 110 lLltll0l-itN. eX01-eSS 01' II11Phed. to act on behalf Of tile Cit\' or to bifid the Cit\' to am obligation. 6. Interest of Consultant. Consultant (I11CILl(IlilI principals. associates and professional employees) covenants and represents that it does not nmk ha\e all\- investment or Interest ill real propert\ and shall not acquire any interest. direct or indirect, in the geographical areas likely to he covered by this Agreement. or an\ other Source of income, interest in real Property or investment that \\ould be affected in all\ manner or degl'ee by tile Pel-101.11lai"ICC (If COJISLII[anL S Sel'VlCeS Linder this Agreement. C OI1SUltant Rev. \ lad I i, 20l q Pai7_e 2 of - 'in nj'Sulr R, iJue! .I lclsle I- Col isIIlt, if it .S el viccs :I Erl'HPIII viii further covenants and represents that. in the performance of its duties: no person having an\ such interest shall perform any services under this Agreement. If Consultant is determined to be a --Consultantor a'`designated employee" Iin file meaning 01'Lhe Political Reform Act. Consultant will comply with the regUil-eillelltS Of that Act by SUbmittinu, a Statement of Economic interest Donn 700. (2 Cal. Code OfRegs.§ 18701ta1('').) 7. accounting Records. The Consultant agrees to maintain all records and other evidence pertainim, to Costs inclined and work performed Under this Agreement and Shall make thein available at the Consultant's office dlll'illg the Agreement period and thereafter for a period of three years From the date ofreeeipt of final payment. 8. Ownership of Documents and Data. All data. neaps, surveys. interview and respondent information. photographs. and other material collected or prepared under this Anreenlent. and al;' dOCu111eI1tS ofany type developed Or Obtained b\ COIISultallt Ill the perfomici ice of this Agrecillent. Shall become the propert\ of the City. Am re -use of desiums \\ ithout Consultant's written authorization \\ ill he at the City's risk. 9. Indemnification. _1. Consultant shall indcnlillfl and hold hanllicss thr Cite and its Officers. officials. ind cniplmees (collectively City Indemnitees) from and against damages. liabilities or costs ( including incidental damal,es. court costs. reasonable attorne\•'s fees as nlav be determined by the Court. litigation e:cpenses and fees ofe::pert \\ 1tnesse5 IIiCUITed Ill connection therewith and costs •)Pinvestigation) to the extent the; are caused b\ the negligence. recklessness. or \� illful misconduct f Consultant. Or am SLIbCOl1SLIlta111S. Or subcontractor or anyone directly or indirectly enlplo} ed ny them. or ail\ oile for \shone they are legalh liable (collectiycly Liabilities). Suchobligation to hold. hartllless and indellllllfr ally Cit\ Inderlulitce shall not apply to the extent that such Liabilities are caused in part by the ne`II.-'el1Ce Or \\ IllfUl IiiiSCOIiduCt Of SUCK CIt1' I11Clelllllltce. b. file dclellse and indemnification Obligations of this Agreement are undertaken i❑ addition to. and shall not in am \\a\ be linlited b\. the insurance obligations contained in this Agreement and shall sur\ iyc the termination or completion of this Agreement for the full period of time allo\\ed b\ la\\ I 0. IttsurallIM Cr.ntiultant shall procure and maintain at its sole cost for the duration of this \�ucotllellt the Pollov, incl Itisllrance: `lill illluIII SCOpe Of' Insurance. Coverage shall beat least as broad as: I) insurance Services Office Commercial General Liability coverage "occurrence" form CG 0001). (-?) 111SUrallCC Services Office form number CA 0001 covering AL1101110blie Liability, code I (any au10). (�) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liahility insurance. Re\,. \Im 15. 2019 Paye 3 oi' - (Fill- (!(Sun Ru/iiel Ilarter C vylsullaw Sort", -es :1-reevuWr,, b. Minimum Limits of fnstn-anee. Consultant shall maintain poIic`: linlits of 110 lest filar (I) A commercial general liability IIISUI'ance policy Ill the Illllllllltllll 111101.1111 (,T one million dollars ($1.000.000) per occulrenceiMo million dollars ($2.000.000( u gregate, for death, bodil} injUry. personal illjull, or propertx dalrlage. (-') Automobile Liability : 51.000.000 combined single limit per accident 161 - bodily il>jury and property, damage. (3) Worker's Compensation and Employers Liability : I l 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 ofno less than one million dollars ($1.000.000) ❑e, accident file hodilN injury or disease. Consultant's worker's conlpensatioll insurance shall be specilicalk endorsed to waive anv rivllt of subrO_atiolla-minst the Ci-,\ ( i) Errors and Omissions/Professional Liability: One million dollars ( 1.000,000) pct ocrurrcncc:tW0 million dollars (S2.000.000) aggregate. II' Consultant maintains hi`,her limits than the minimum required by this contract. the Cite requires and shall be entitled to coverage for the higher linlits maintained by the Consultant. U. Deductibles and Seil-hlsured Retention. Any deductibles or self-insured retention must be declared to and approved b\ the Cit}. At the option ofthe Cit}, either: the insurer shall rediae or elinlinate such deductibles or yell -insured retention as respects the City. it,: officers. officials. employees and volunteers: or Consultant shall procure a bond auaranteein_ payment of losses ane related investi *ations. claim administration and defense e\-penscs. d. Other Insurance Requirements. The insurance coverage required ofthe Constlhaiv shall also meet the following requirenlelIL" ( i ) Except for professional liability insurance or worker compensation nI1St11"aI1Ce. the inSUranCe policies Shall be specifically endorsed to include the Cit%, its officers. aents, employees. and volunteers. as additional insw'eds (lbr both onUoing Mild completed operations) Under the policies. The additional insured Covera"e under Consultant's insurance policies shall be " prinlai- and noncontributory- with respect to any insurance or coy ei,age maintained by Cit\ and shall not call upon City's msuranc: or sel f=insurance coy era,., for an} contribution. The "primary and noncontribUtol'y"" Cobet'a?e in Consultant' policies shall be at least a; broad as ISO form CG20 01 04 13. (3) Except for professional liability insurance or taorl:er s camuen>atiur• insurance, the insurance policies shall include. in their text or by endorsenlent. co%erage forCOntl-aCtUal liabilitn and personal injulj. 14) By execution of this Auteenlent. Consultant hereby grants to City a Aanvcr of any ri"ht to Slibro`gration ll hlch any iIISUrei' of Consultant may acquire ,1`alilSt City by Vil-WO Of the payment of any loss Undel' StICII IllStll'allCe. Rev. Nlay I �. '019 Pace 4 01' - 010 o1'.San Rulilel .t 1t Leser C(7NS1111(7171 ,Servicc,'i .Igxre't'ilit n' ConSnitant aLrreei to obtain anendorsement that 111:11 be nece,,sar\ to el ltct ill; aiver ol'subrogation. but this provision applies regardless of whether or nr Cite has received a v\ giver of subrogation endorsement 6.0111 lire II15LIre. (jl If the insurance is v\ritten on a Claims Made Foran, then. follomulL termination of this A-reement. said IIISLII'anCe coverage shall SLIM'Ve for a period of not less than five \ears. (o) The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. (7) The linlits of insurance required in this A`areement mai be satisfied by a combination of primary and umbrella or e. -,cess rI1SUrance. All\ Lllllbl'ella or ekes, insurance shall contain or be endorsed to contain a provision that SUCII coverage Shall also appl} on a primary and noncontributon basis for the benefit o('Ciu (ii'aureed tc, 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. (.S) It shall be a reCluireillent Under this Agreement that am available insUIT111Ce proceeds broader than or in excess of the specified Illilli111LI1ll insurance coverage requirements and.%or limits shall be available to Cite or any other additional insured pari-. Furthermore. the requirements fir coverage and Iinllts shall be: ( I ) the 1111111111LIT11 COVCr ge and limits specified in this Agreement: or (2) the broader coverage and maximum limits of coverage of any insurance police or proceed.- available roceedsavailable to the named insured: whichever is greater. No representation is made that the mininuull 111SUrance I'ellUirements of this aureement are suN7cient to cover the oblintlons of the Consultant under this atureement. e. Acceptability otinsurels. II)SLtl'allce is to be placed with insurers with a [iest's rating* of no less than A: \111. 1'. Yeritieation of Coverage. Consultant shall furnish the City with certificates o" insurance and k\ ith original endorsements eftecting coverage required by this clause. The certificates and endorsements for each insurance 11OH t are to he signed by a person authorized by'that II1SLIrer to bind covera'__Te on its behalf. All certificates and endorsements are to be !'eceived and approved bv the City before work conumnces. The City reserves the right to require complete certified copies otall requireCI insurance policies. at an\ time. 1. Miscellaneous pro~, inions. a. Notice. Any notice to be `igen under this Agreement Shall he given by persomd service or by electronic mail addressed to the party at the fulloyyins address. Notice shall h: CleellIed I'eCelved UpUll eleCtl'o111C Illall SUbnliSSroi1 or' Upoll personal dellverN . CITY: Cite of San Rafae: Attll: Cristi le Alllovich. Assistant City IManat1er 1400 Fifth Avetltt: San Rafael. CA 94901 entail: Crisdne.alilov ich,'Di citvof:sanralael.ortu CONSULTANIT: Ricardo G. Fluerta Ni» o. PhD Rev. "Mag I i. 3019 Page 5 of 7 l llv OfSun RU 'ICI AICI tel' COJIS II%ILIA/ SCi'1'ILVA . I VIVe m III \till: Ricardo G. HLICrta NII70. PI1Ci Ismail: RicardoI d'berkele.v.eclu (1 15 ) 5 77-73 >", b. Assignment. This Agreement contemplates the personal Sel'y1CeS OFC011sUlfam and its employees and it is understood by both patties that a substantial inducement to C itv for ntering into this .1unenlent was, and is, the professional reputation and competence of is onsultallt. Consultant shall not as, -]Ln or otherwise transfer anw rk—dits or obli.,4ations Milder this i=.greenlent With011t the pl'IO!' \F1'IttCll COI1Seilt Of the City. _. Business license. COIISUltant shall Obtain a Cit\' bUSllleSS license before beginning \\ork Milder this AcTreemellt. d. Prohibited Interests. No office' of employee of the City shall have anv direct financial interest in this A_LTreement. This Agreement shall be voiclabie at the option of the City if this provision is violated. C. Governing* Law: Litigation Expenses. California la\\ shall govern thi .Agreement. Any action to enforce or interpret this ,1U=reement shall be brou«ht in a court n1' conlpetentjuriscliction in the CountN ofMal-ill. Calilbrilla. F_ incorporation. The Preamble, the Recitals. Exhihit.s and all defined terms ;et forth in both are incorporated into this A,reenlent b\ this relerellce. II'there Is a conflict bet\\een the body of this ,A-reement and all exhibit prepared by Consultant. the bocl% of the .agreement shall kontro:. Severability. Should any part ofthis Agreement be declared [lI1CO11StItUll01la1. invalid, or beyond the authority ofeither parr, to enter into or carr\T out, such decision shall not affect the \ alidity of the remainder of this Agl'eelllellt. \\ hiCh S11311 ContlllUe Ill full IOl'Ce and effect: prOyided that. the remainder ofthis A-,reement can. absent the excised portion. be reasonably interpreted to give effect to the intentions ofthe parties. It. Authority. All parties executing this Agreement represent and \\arrant that they are authorized to do so. i. Entire Aureelllent: Amendments. I his Aarec',lllent is tile entire A17reement het\\cell the partieS alld SUpei'SedCS ail pl'IOl' lle`otlations_ representations. of a`gl'eenients. whether '\Inter Or Oral. This ALreenlent nlay be anlencfed onh by \written agreement signed by both partle s. J. Non-\yai\ er. A part's waiver of any term shall not be deemed a continuing waiver or a waiver of .ul: other term. CO Lilltei'DaI'tS. This Agreement may be eXecuted in counterparts. and by electronic SiMlature. i ev. ala\ 17. 2019 Pace 6 of C'in. of Sun Rafile'/ 1h1'uILI. C onsllilanll sel-I-h-es .I.grvenlei f I Signatures. CITY OF SAN RAFALL By: jilk CONSULTA'S I c I -IL T . Citi Ulan _er IND Title:( \TTEST —vie -,A/ V41i-1 4r rLINDSAY I,.ARA. CO- Clerk Bv: APPROVED AS TO FOR\/1: in ROBERT 1-. E, ISTE1N. Cite vtTme-y Re;. iblav I 2019 Pace 7 of i Name: Ifto [If Consultant i; a corporation. add signature of second corporate offlcerl 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: City of San Rafael Project Manager: Cristine Alilovich Extension: 3384 Contractor Name: Ricardo Huerta Nino, PhD. Contractor's Contact: Ricardo Huerta Nino Contact's Email: ricardol@berkeley.edu ❑ 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 Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 12/5/2021 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 12/7/2021 ❑ and return to Project Manager 12/7/2021 ❑ 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 12/8/2021 © SA contractor 12/8/2021 ❑x 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature ❑ N/A 5 Project Manager When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY PRINT Project Manager 6 Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 12/f agreement z11�2� 8 City Attorney Review and approve insurance inPINS, and and (for Public Works Contracts) , ZbA/ f�f 9 City Manager/ Mayor Agreement executed by City Council au horized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager �%