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HomeMy WebLinkAboutED Strategic Residential Market Analysis ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND THE CONCORD GROUP, LLC FOR STRATEGIC RESIDENTIAL MARKET ANALYSIS SERVICES This Agreement is made and entered into as of Feb 7, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and THE CONCORD GROUP, LLC a (California) corporation/limited liability company/partnership/individual (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT 1. SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated August 24, 2023 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee, Rev. 08.22 as further described in Exhibit A, in an amount of $23,500. CONSULTANT will bill City for Services provided by CONSULTANT, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the September 1, 2023 of this Agreement and terminate on September 1, 2024. 4. PROJECT COORDINATION. A. CITY'S Project Manager. The Economic Development and Innovation 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. Tim Cornwell 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. 5. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other parry. B. Cause. Either parry may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other parry, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the parry 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. v 08 22 2 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT' 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, v 08.22 CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third parry, any benefit or right owed by one parry, under the terms and conditions of this Agreement, to the other party. 08.22 4 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY's Project Manager: Micah Hinkle, Econ Dev. Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Tim Cornwell The Concord Group, LLC 140 Newport Center Drive, Suite 210 Newport Beach, CA 92660 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT 08.22 5 under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either parry of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing parry in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, 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. 08.22 6 [Signatures are on the following page. ] v 08.22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: L-(� CRISTIi E ALIr CH, City Manager APPROVED AS TO FORM: Office of the City Attorney '�A By: GENEVIEVE COYLE, Assistant City Attorney ATTEST: City Clerk 8royea, mym"� (&v ) Brr, .i Nwmi (for) iFeb T. 2024 16 •u PS LINDSAY LARA, City Clerk CONSULTANT: Name: Tim Cornwell Title: Principal EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08.22 A-1 TD--IIIE CONCORD GROUP August 24, 2023 Mr. Micah Hinkle CITY OF SAN RAFAEL 1400 Fifth Avenue San Rafael, CA 94901 23419.00R RE: STRATEGIC RESIDENTIAL MARKET OPPORTUNITY, PRODUCT AND POSITIONING ANALYSIS FOR A VARIETY OF CANDIDATE DEVELOPMENT SUBMARKETS IN SAN RAFAEL, CALIFORNIA Dear Micah: Per our discussions, we are pleased to present this revised proposal -agreement for professional services relative to the above project. We consider the following scope of work and resulting fee schedule appropriate for the completion of this engagement. BACKGROUND AND OBJECTIVES We understand the City of San Rafael is pursuing the development of several catalytic opportunity sites around the City. As part of understanding the lay of the land, pursuing RFPs on select sites and responding to developer inquiries/questions/claims regarding feasiblity, etc. the City requires The Concord Group ("TCG") to complete a residential market opportunity, product program and positioning analysis for several key development areas. Per our discussion, these nodes will/can include: 1. Downtown 2. West End 3. Northgate 4. Canal District 5. Others, if needed In order to achieve the above objectives, TCG will complete a strategic market analysis for the community, including: (1) an assessment of current supply and demand conditions — with specific focus on the opportunity for apartment units and condos/townhomes; (2) a determination of the likely target renter/buyer profiles and user types for the community; and (3) market driven product program recommendations tailored to maximize the potential of sites within each development zone while minimizing risks associated with their development. These recommendations will include product and unit mix, unit configuration, unit CITY OF SAN RAFAEL 23419.00R August 24, 2023 Page 2 sizes, price positioning, finish levels, services and amenities required to support the product concept. Importantly, TCG will complete an analysis quantifying the opportunity for the sites/neighborhoods in their regional and local context over the next five years given latest research, trends and opportunities reflecting the future of the multifamily/condo/townhome market in the submarket. SCOPE OF WORK In order to meet the above objectives, we propose the following scope of work: 1. Physically inspect the development nodes and analyze them with respect to locational factors, such as: regional location, visibility, access, topography and impact of surrounding land uses with specific focus on the market potential for rental apartments and condos/townhomes. 2. Define the Site's Primary Market Area ("PMA"), the area from which the majority of the demand for new rental/condo/townhome product in the neighborhoods will emanate. 3. Building on previous experience in the market area, gather relevant socioeconomic and demographic data for the above defined PMA, and analyze relative to demand for housing over the next five years, including: the drivers of the economy and related employment growth; commuting patterns; local school performance; population and household growth trends; age/income distribution; evolution of lifestyle profiles and other indicators, as necessary. This will include deep analyses of new renters/buyers in the marketplace, their evolving needs/wants, etc. 4. Provide a detailed analysis of key renter/buyer profiles in the market area and their needs/wants. 5. Identify the Competitive Market Area ("CMA"), the area in which the proposed product types will compete with other projects on a more or less equal basis. 6. Survey selected competitive and comparable projects within the CMA. Projects will be analyzed with regard to location, developer, date of development, product mix, absorption history, product type, square footage and price ranges, premiums, absorption pace and the amenity program, if any, that supports it. CITY OF SAN RAFAEL 23419.00R August 24, 2023 Page 3 7. Estimate the potential market depth for a pa rtment/condo/town home units and estimate each neighborhood's capture potential. 8. Evaluate the elasticity of demand to product and price in the market area. This analysis will inform the ability of local households to move if presented with a better product type or opportunity. 9. Using analog cities as a guide, analyze high -end residential development options relative to incomes, home prices and rents to establish likely high bar for rental/condo/townhome housing in the submarket. 10. Analyze the above information in order to validate the proposed product types, recommend price positioning and derive conclusions as to the appropriate character of development, product mix, target audiences, absorption potential, premium potential and amenities necessary to reach the absorption potential. 11. In addition to our analysis of and recommendations for the proposed development alternatives, TCG will recommend a hypothetical "blank - slate" product program tailored to maximize the potential of select sites while minimizing the risks associated with their development. TCG "blank — slate" recommendations will reflect the a pa rtment/condo/town home product type that represents the best "fit" in the market area based on revenue and absorption potential and will include product type, unit size ranges and mix, rent levels, interior spec level, community features, target market segments and absorption estimates. 12. Summarize market trends in residential land sales and building sales for rental apartments and condos/townhomes in San Rafael and comparable markets and assess the likely range of values for new residential development in San Rafael. 13. In a working session with your team, discuss our findings, conclusions and recommendation for the site. This discussion will be supported by tables, graphs, maps, etc., as necessary for communicating the study results. The recommendations will be suitable for use in the in-house decision making process and as inputs to pro -forma financial analyses of the project. 14. Following the working session, and incorporating its discussions, we will summarize our findings and conclusions in a short summary memorandum, if necessary. CITY OF SAN RAFAEL 23419.00R August 24, 2023 Page 4 TIME AND FEE SCHEDULE The completion of the above scope of work through the working session will require approximately three to four weeks and the following professional fees: Options Fee Apartment Analysis Alone $17,500 or Apartment and Condo/TH Analysis $23,500 Initial to Auth Please refer to the attached appendix for our billing arrangements. To confirm your acceptance of the above agreement, please sign in the space provided below and return one copy for our files as well as a 50% retainer, sent to: The Concord Group, LLC 140 Newport Center Drive, Suite 210 Newport Beach, CA 92660 Fax: (949) 717-6444 We look forward to the opportunity to work with you and your associates on this project. Should you have any questions, please call. Best regards, e5� Tim M. Cornwell THE CONCORD GROUP, LLC AGREED AND APPROVED: Entity: Date: Title: Signature: THE CONCORD GROUP, LLC APPENDIX TO AGREEMENTS A. RETAINER AND PAYMENT TERMS Acceptance of the proposal is completed upon receipt of one executed copy for our files and the specified retainer fee, which will be credited to the final statement(s). If we are not in receipt of a fully executed copy within thirty (30) days from the date thereof, this proposal shall be of no further force and effect and shall be deemed withdrawn. All payments shall in United States Dollars. An initial payment of 50% shall be made upon execution of this Agreement. This retainer will be credited to the outstanding balance on the final invoice(s) submitted to Client. Please mail all payments to: The Concord Group, LLC 369 San Miguel Drive, Suite 265 Newport Beach, California 92660 949-717-6450 Payments may also be made via wire. For wire instructions, please contact our office at the number above. For each monthly billing period, The Concord Group, LLC will submit invoices to Client for services and expenses. Amounts invoiced will be in proportion to the services performed during the preceding billing period and amounts invoiced for reimbursable expenses, professional fees and additional services will be based on amounts incurred and services performed through the invoice date. Invoices are due and payable upon receipt. Interest at the rate of 1.5% per month will accrue on all accounts not paid within thirty (30) days of the invoice receipt date and, in addition, Client shall pay all costs and expenses, including without limitation, reasonable attorney's fees and expenses incurred by The Concord Group, LLC in connection with the collection of the overdue accounts of Client. The Concord Group, LLC retains the right to halt work and the right to withhold delivery of the final reports and other work products pending receipt of any overdue payments. B. EXPENSES Travel: Billed at cost plus handling charge of 7% with receipt backup provided, or a reduced charge of 3.5% without backup. Travel expenses are incurred for field/site visits and client meetings when applicable including mileage, out of pocket incidentals, meals, airfare, hotel, and rental car/transportation. C. ADDITIONAL SERVICES In addition to the scope of work covered in this Agreement, we will be available for work such as team meetings, planning and design review work; presentation to investors, lenders and/or- public agencies; periodic updating of reports; financial analysis, design criteria, marketing plan; opinion research work; and other activities related to this project. Additional services will be billed on the basis of professional time and expense based on our normal hourly or per diem rate. Proposals for other services, indicating scope of work, time and fee schedule, will be submitted upon request. Professional time for court appearances, depositions and public hearings will be billed at 150% of the prevailing hourly rates. D. CLIENT'S RESPONSIBILITIES Client agrees to provide full, reliable information regarding its requirements for the Project and, at its expense, shall furnish the information, surveys and reports, if any. In addition, Client agrees to provide, at its expense and in a timely manner, the cooperation of its personnel and such additional information with respect to the Project as may be required from time to time, to be provided by Client for the performance of The Concord Group, LLC's work. E. TERMINATION This Agreement may be terminated by either Client or The Concord Group, LLC by giving written notice. In the event of such termination, Client shall pay The Concord Group, LLC for services and reimbursable expenses performed or incurred to the termination date. F. USE OF DOCUMENTS It is understood by The Concord Group, LLC that the findings from this assignment ("Report") are the proprietary property of the Client. It is agreed by the Client that the Report, unless specifically designated by The Concord Group, LLC as an internal document, will be presented to third parties only in its entirety and that no abstracting of the Report will be made without first obtaining the permission of The Concord Group, LLC. It is further agreed by Client that the Report is not to be used in conjunction with any public or private offering of debt or equity securities without The Concord Group, LLC's prior written consent. The Client agrees to indemnify The Concord Group, LLC against any losses, claims damage and liabilities under Federal and State securities laws which may arise as a result of statements or omissions in public or private offering of securities. G. GENERAL LIMITING CONDITIONS It is understood by the Client that The Concord Group, LLC can make no guarantees concerning the recommendations which will result from the proposed assignments, since these recommendations must be based upon facts discovered by The Concord Group, LLC during the course of the study and those conditions existing as of the date of the Report. H. ARBITRATION Any disputes, claims or other matters arising out of or relating to this Agreement or the breach hereof shall be settled by arbitration in California, in accordance with the Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrators may be entered into any court having jurisdiction thereof. In the event of any arbitration or other legal proceedings pertaining to this Agreement, including the enforcement of any arbitration award, the prevailing party shall be entitled to recover all legal expenses including reasonable attorney's fees. I. MISCELLANEOUS By executing the proposal -Agreement for this assignment, Client and The Concord Group, LLC each bind itself and its successors and assigns to this Agreement. Neither Client nor The Concord Group, LLC shall assign or transfer its interest in this Agreement without the written consent of the other. This Agreement represents the entire Agreement between Client and The Concord Group, LLC. This Agreement may be amended only by writing, signed by both Client and The Concord Group, LLC This Agreement shall be governed by California law. EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT's insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as Rev. 08.22 B-1 ISO form CG20 0104 13. 3. Except for professional insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or workers' 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 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 parry. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any 08.22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured parry. At CITY's option, the deductibles or self -insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. 08.22 B-3 VX RA F,q i z �i /rYWITH P'�y 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 Project Manager: Micah Hinkle, ED Director Extension: 3460 Contractor Name: The Concord Group Contractor's Contact: Tim Cornwell Contact's Email: tmc@theconcordgroup.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE 10/12/2023 Check/Initial ❑ 1 Project Manager 10/12/2023 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 11/29/2023 and return to Project Manager 11/29/2023 ® NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ® NT 3 Project Manager Forward three (3) originals of final agreement to ❑ contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or 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 2/6/2024 MH Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement Review and approve insurance in PINS , and bonds 7 City Attorney (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager ED The Final Audit Report Concord Group_PSA Created: 2024-02-06 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAYNOg4MYSDIQ2BZBRWwn9uUY6zY_6sr10 "ED_The Concord Group_PSA" History Document created by Laraine Gittens(laraine.gittens@cityofsanrafael.org) 2024-02-06 - 8:48:48 PM GMT- IP address: 199.88.113.8 2024-02-08 C'y Document emailed to Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) for signature 2024-02-06 - 8:54:59 PM GMT f� Email viewed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) 2024-02-06 - 10:52:31 PM GMT- IP address: 104.47.65.254 6© Document e-signed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) Signature Date: 2024-02-06 - 10:53:53 PM GMT - Time Source: server- IP address: 199.88.113.8 F']y Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for approval 2024-02-06 - 10:53:54 PM GMT 'n Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2024-02-06 - 10:55:27 PM GMT- IP address: 104.47.65.254 da Document approved by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) Approval Date: 2024-02-06 - 10:55:32 PM GMT - Time Source: server- IP address: 199.88.113.8 E-. Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-02-06 - 10:55:33 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-02-08 - 0:37:46 AM GMT- IP address: 199.88.113.8 GSa Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-02-08 - 0:38:05 AM GMT- IP address: 199.88.113.8 d© Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-02-08 - 0:38:07 AM GMT - Time Source: server- IP address: 199.88.113.8 a Adobe Acrobat Sign E—, Document emailed to brenna.nurmi@cityofsanrafael.org for signature 2024-02-08 - 0:38:09 AM GMT Email viewed by brenna.nurmi@cityofsanrafael.org 2024-02-08 - 0:38:28 AM GMT- IP address: 40.94.28.183 4 Signer brenna.nurmi@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-02-08 - 0:46:02 AM GMT- IP address: 199.88.113.8 d0 Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2024-02-08 - 0:46:04 AM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2024-02-08 - 0:46:04 AM GMT 13 Adobe Acrobat Sign