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HomeMy WebLinkAboutCC Resolution 13668 (Project Mgmt.; Corp. Center)RESOLUTION NO. 13668 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH LAK ASSOCIATES, LLC TO SERVE AS PROJECT PLANNER FOR LAND USE ENTITLEMENT AMENDMENTS PROPOSED AT THE SAN RAFAEL CORPORATE CENTER PROJECT (Term of Agreement: from January 21, 2014 to July 21, 2015, for an amount not to Exceed $40,000) WHEREAS, in 1998 the City of San Rafael approved PD (Planned Development) District zoning, an Environmental and Design Review Permit, a Conditional Use Permit and a Development Agreement for the San Rafael Corporate Center Project (formerly Fair, Isaac). The approvals authorized redevelopment of a 15.54 -acre site located south of Second Street with a 406,000 square - foot office park; and WHEREAS, the planning approvals granted for the San Rafael Corporate Center were subject to environmental review. An Environmental Impact Report (EIR) was prepared for this project and was certified by the City Council in January 1998; and WHEREAS, the owner of the San Rafael Corporate Center project site, Seagate Properties, and a major tenant at the center, BioMarin, are considering changes to the office park, including the consideration of modifications and City approvals for a revised development involving the addition of building area for research and development use; and WHEREAS, the applicant desires certain timelines and focus to their project that city staff is not able to meet given the current workload and staffing levels. The applicant has requested that the City hire a contract planner to serve as project planner. The owner and applicant have agreed to pay all costs associated with the hiring of an outside planner, and agree that the planner will be hired by the City and work under the direction and on behalf of City, and WHEREAS, LAK Associates, LLC, has prepared a proposal for services to serve as contact project planner and the hours estimated to complete the development review process is up to 300 hours at an hourly billing rate of $132/hour, which is provided as Exhibit "A"; and WHEREAS, the proposal for services includes a not -to -exceed budget of $40,000, which includes 300 hours of project planner time estimated to complete the review of the project in accordance with the City's procedures; and WHEREAS, the developer has agreed to pay all costs associated with a contract project planner through completion of the development review process plus submit the standard application fees for any required planning entitlements to cover City staff time and costs associated with the contract management and project review. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael does hereby authorize the City Manager to execute, on behalf of the City of San Rafael, an Agreement for Professional Services with LAK Associates, LLC. Page 1 of 2 BE IT FURTHER RESOLVED, the Agreement is subject to approval as to form by the City Attorney. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Tuesday, the 21St day of January, 2014, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Connolly, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None "z sa'&:kg e . �� 444�t . ESTHER C. BEIRNE, City Clerk Exhibit A: Professional Services Agreement between City of San Rafael and LAK Associates, with Attached LAK Associates Planning Services — San Rafael Corporate Center, November 17, 2013 Page 2 of 2 AGREEMENT FOR PROFESSIONAL SERVICES WITH LAK ASSOCIATES, LLC, TO SERVE AS PROJECT PLANNER FOR LAND USE ENTITLEMENT AMENDMENTS PROPOSED AT THE SAN RAFAEL CORPORATE CENTER PROJECT This Agreement is made and entered into this 215` day of January 2014, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and LAK ASSOCIATES, LLC (hereinafter "CONTRACTOR'"). RECITALS WHEREAS, the property owner and a major tenant at the San Rafael Corporate Center have expressed interest in pursuing changes to the adopted master plan for the San Rafael Corporate Center; and WHEREAS, amendment to the Master Plan for the San Rafael Corporate Center would require planning entitlements including, but not limited to a Design Review Pen -nit, Use Permit, Planned Development Rezoning and Sign Program amendment, and WHEREAS, given the current workload of City staff, the CITY has determined that professional planning services are needed to supplement the existing staffing through assignment of this project to an experienced planning consultant with the capacity and expertise to process a project of this nature. WHEREAS, CONTRACTOR has submitted its proposal for the perfon-nance of services, which is attached hereto and incorporated by reference herein; and WHEREAS, CONTRACTOR represents that it is qualified to perform such services and is willing to perform such professional services as hereinafter defined. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Planning 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Sean Kennings of LAK Associates, 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. Page] of 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide professional services as Contract Planner, including review of plans and application materials, correspondence with applicant and public and City staff, coordination and management of City's review of project, preparation of staff reports, analysis of project for consistency with adopted Plans and Ordinances. These services shall be performed under the supervision of the Planning Manager, in conjunction with the CITY's procedures for processing development entitlements and shall include the tasks described in Attachment 'W', incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: the CITY shall provide suitable workspace, if necessary, which is accessible to telephone and computer facilities. CITY shall provide CONTRACTOR with copies/sets of project plans and materials, historical files on this development, local plans, ordinances and reports that are pertinent to the project that has been assigned to the CONTRACTOR. The CITY shall provide CONTRACTOR with supervision and direction on processing the development application in accordance with local procedures. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an hourly rate of $132.00 per hour. The billing amounts authorized under this agreement shall not exceed $40,000.00. Upon mutual agreement of the parties, and subject to the written approval of the City Manager, the total billing may be increased by an additional $10,000, to a total of $50,000. 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 18 months commencing on January 21, 2014 and ending on July 21, 2015. Upon mutual agreement of the parties, and subject to the written approval of the City Manager, the term of this Agreement may be extended for an additional period of 12 months. 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 terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to Page 2 of 9 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. 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) per occurrence. B. The insurance coverage required of the CONTRACTOR by section 10. A., shall also meet the following requirements: Page 3 of 9 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 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 insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 4. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to CITY's 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. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. D. 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. E. 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. Page 4 of 9 F. 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 related investigations, claims administration, attorney's fees and defense expenses. G. CONTRACTOR shall provide to the PROJECT MANAGER or City Attorney: (1) Certificates of Insurance evidencing the insurance coverages required in this Agreement; (2) a copy of the policy declaration page or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of noliev lanzuaze 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 Page 5 of 9 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 Agreement, and shall survive the termination or completion of this Agreement for the full 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 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: Raffi Boloyan, Planning Manager City of San Rafael 1400 Fifth Avenue (P.O. Box 151560) San Rafael, CA 94915-1560 Page 6 of 9 TO CONTRACTOR: Sean Kennings LAK Associates 3030 Bridgeway, Suite 103 Sausalito, CA 94965 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. 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 Page 7 of 9 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. CONTRACTOR's taxpayer identification number is 68-0485617, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL X�" 6M at� - NANCY MACItft, City Manager ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: CONTRACTOR By: Name: S E4� 1(k -:,V N I N CG 5 Title: ?A 0-l'NF-,V- talc J -A ee �RO ERT F. EPSTEIN, ty At{ Page 8 of 9 Attachment A: LAK Associates Planning Services — San Rafael Corporate Center, November 17, 2013 Page 9 of 9 November 17, 2013 LAK ASSOCIATES, LLC 3030 Bridgeway, Suite 103, Sausalito, CA 94965 tel: (415) 111 --4551 fax: (415) 1114571 info 41al.aSscxial�K.rrnn Raffi Boloyan Planning Manager City of San Rafael Community Development Department 1400 5th Avenue, San Rafael, CA 94915 RE: LAK Associates Contract Planning Services — San Rafael Corporate Center Raffi — I am writing to notify you of my availability to assist the City of San Rafael with planning services related to the processing of a Planned Development (PD) Amendment and associated approvals for a project at the San Rafael Corporate Center, San Rafael, CA. LAK Associates can provide contract planning services to process a new project at the San Rafael Corporate Center that will require an amendment to an existing PD, approvals from the Design Review Board and Planning Commission, and environmental review pursuant to the California Environmental Quality Act (CEQA). We will provide planning services necessary to process the applicant's permit materials including, preparation of staff reports, coordination with the CEQA consultant, and attendance at meetings with the applicant, City staff and other consultants needed to further the applicant's objectives. LAK Associates will also represent the City at any and all public hearings required for final approvals. LAK Associates has the sufficient staff resources and capability required to perform the work requested for this project and can provide these services based on a time and materials scope of services agreement for a billing rate of $132 per hour. This fee schedule is consistent to the San Rafael Planning Department billing rates for such projects. We understand that the project may begin in December 2013 and continue through the spring of 2014. Thank you for your consideration, we look forward to working with you. Sincerely, Sean Kennings planning consultant LAK Associates. LLC