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HomeMy WebLinkAboutCC Resolution 13651 (Design Assistance; Facilities by Design)RESOLUTION NO. 13651 RESOLUTION ACCEPTING A PROPOSAL FROM FACILITIES BY DESIGN FOR PROFESSIONAL SERVICES TO PROVIDE PROFESSIONAL DESIGN SERVICES FOR VARIOUS PROJECTS AND AUTHORIZING THE PUBLIC WORKS DIRECTOR TO EXECUTE AN AGREEMENT IN THE AMOUNT OF $30,000. list; and WHEREAS, on July 15, 2013, the City Council approved the 5 year Capital Improvement Project WHEREAS, the City requires professional design services for various projects on the list; and WHEREAS, the firm of Facilities by Design was selected as the best qualified for said design services; and WHEREAS, Facilities by Design has submitted a Proposal to provide such services on a time and materials basis, and WHEREAS, staff has reviewed the proposal from Facilities by Design and found it to be within industry standards and acceptable. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, RESOLVES as follows: 1. The Facilities by Design proposal is accepted in an amount of $30,000. 2. The Public Works Director of said City is authorized and directed to execute a contract with Facilities by Design in a form approved by the City Attorney. 3. The Public Works Director is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution. 1, 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 Council of said City on the 2nd day of December, 2013, by the following vote, to wit: AY ES: COUNCIL MEMBERS: Bushey Lang, Colin, Connolly, McCullough & Mayor Phillips NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ESTHER C. BEIRNE, City Clerk File 'No. 01.01.02.01 AGREEMENT FOR PROFESSIONAL SERVICES WITH FACILITIES BY DESIGN FOR INTERIOR FINISHES AND MATERIAL SELECTION This Agreement is made and entered into this_670,/. .1._, 2013 by and between the CITY OF SAN RAFAEL [hereinafter "CITY"], and Paula Stabler doing business Facilities by Design (hereinafter "CONTRACTOR). RECITALS WHEREAS, the CITY has detennined that certain specialized professional services are required for interior finishes and material selection in conjunction with various projects (hereinafter "PROJECT"); and WHEREAS, the CONTRACTOR has offered to render such specialized professional services in connection with this Project. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: I . PROJECT COORDINATION A. CITY. The Public Works Director shall be the representative of the CITY for all purposes under this Agreement. The City Engineer 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. Paula Stabler is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR CONTRACTOR agrees to perform the services outlined in the proposal from CONTRACTOR dated November 21. 2013 marked Exhibit "A" attached hereto, and incorporated herein by this reference. CONTRACTOR agrees to perform the work specified in this Agreement. 3. DUTIES OF THE CITY CITY shall perform the duties, if any, 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 a time and materials basis for services rendered in accordance with the rates shown on the current fee schedule as described in Exhibit "A". The total payment made under this Agreement shall not exceed $30,000.00, except by written amendment of this agreement by the parties. 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 two years from the date of execution. 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 ten (10) 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 notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. 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. Agreement • 2 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 ($1,000,000) dollars per occurrence 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 ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by Section 10. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, and employees as additionally named insureds under the policies; 4. CONTRACTOR shall provide to PROJECT )MANAGER. (a) Agreement • 3 0 Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents and employees, as additional insureds under the policies; 5. 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 thirty (30) days written notice to CITY's PROJECT MANAGER; 6. 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; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the CITY's Attorney. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. 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. 11. INDEMNIFICATION (a) Except as provided in Paragraph (b), CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers. agents and employees in the performance of their duties and obligations Linder this Agreement. (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 CITY, its officers. and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of Agreement • 4 its duties and obligations under this Agreement. 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, ordinance, 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: Kevin McGowan, Assistant Public Works Director`City Engineer City of San Rafael 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR: Paula Stabler Facilities by Design 3220 Calistoga Road Santa Rosa, CA 95404 Agreement • 5 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 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. Agreement • 6 20. COSTS AND ATTORNEY's FEES The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE/OTHER TAXES CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL NADER MANSOURIAN, Public Works Director ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN. City Attorney File No.: 06.01.714 & 01.01.02.01 FACILITIES BY DESIGN Title: Agreement • 7 November 21, 2013 Kevin McGowan City of San Rafael Public Works Department Re: Various Building Projects Design Assistance Dear Kevir TM 'M1' Facilities By s-: Design FOOMMM Per your request, I am presenting this proposal for Specification of Interior finishes and material selection for City of San Rafael, various building projects. All professional design services to be supplied at a rate shown below and billed monthly. Name Hourly Rate Ashley White $45.00 Paula Stabler $65.00 If there are any questions, or if any additional information is needed, please contact me at 707-580-1362 Sincerely, Paula Stabler November 21, 2013 Kevin McGowan City of San Rafael Public Works Department Re: Various Building Projects Design Assistance Dear Kevi-- F." NOMMM Per your request, I am presenting this proposal for Specification of Interior finishes and material selection for City of San Rafael, various building projects. All professional design services to be supplied at a rate shown below and billed monthly. Name Hourly Rate Ashley White $45.00 Paula Stabler $65.00 If there are any questions, or if any additional information is needed, please contact me at 707-580-1362 Sincerely, Z7 aide Paula Stabler CITY OF SAN RAFAEL ROUTING SLIP/ APPROVAL FORM INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRRA / SRCC AGENDA ITEM NO. 3. i DATE OF MEETING: 12/02/2013 FROM: Nader Mansourian DEPARTMENT: PUBLIC WORKS DATE: 11/;5/2013 TITLE OF DOCUMENT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL ACCEPTING A PROPOSAL AND AUTHORIZING THE PUBLIC WORKS DIRECTOR TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH FACILITIES BY DESIGN FOR PROFESSIONAL DESIGN SERVICES FOR VARIOUS PROJECTS IN AN AMOUNT NOT TO EXCEED $30,000. Department Head (signature) *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL / AGENCY APPROVED AS TO FORM: AGENDA ITEM:r ° ^ ]t('����°j"Y.__: " `p<o•�'"w"4. Y—..p�..u w� � ,a„ Gr'� . w...,, City Manager (sinature) City Attorney (signature) NOT APPROVED File No.: 01.01.02.01 fi , - � � i- •! � Y.ir d' tt r PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized _and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion I Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement;w�r.... bonds, and insurance certificates and ;J�.'." , endorsements. £ `4 5 City Manager /Mayor i or Agreement executed by Council authorized Department Head official. 6. City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the;a� contracting department. To be completed by Contracting Department: Pro'ect Manager: t; ` _. `.�,,,.„ ._ ..,_. Project Name: Agendized for City`'Ci uncil _1ecting of (if necessary): If you have questions on this process, please contact the City Attorney's Office at 485 )080. * Council approval is required if con{ act is over $2-0,000 on a cumulative basis.