HomeMy WebLinkAboutCD Development of Pilot Public Art ProcessAGREEMENT FOR PROFESSIONAL SERVICES
FOR DEVELOPMENT OF PILOT PUBLIC ART PROCESS
This Agreement is made and entered into this 18'' day of March, 2022, by and between the
CITY OF SAN RAFAEL (hereinafter "CITY"), and THE CULTURAL PLANNING GROUP, LLC
(hereinafter "CONSULTANT").
RECITALS
WHEREAS, the CITY wishes to obtain consulting services to assist with the establishment
of a pilot City public art process; and
WHEREAS, CONSULTANT has the expertise to provide the needed services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Community Development 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. David Plettner-Saunders, is hereby designated as the PROJECT
DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT
shall notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONSULTANT.
CONSULTANT shall perform the duties and/or provide services as shown on Exhibit A
attached hereto and incorporated herein by reference.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall
pay CONSULTANT on a time and materials basis at the rate of $200 per hour for each consultant,
plus 15% overhead; provided that the total compensation for all services and reimbursable expenses
under this Agreement shall not exceed $10,000.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
TERM OF AGREEMENT.
The term of this Agreement shall be for six (6) months commencing on March 15, 2022 and
ending on September 15, 2022. Upon mutual agreement of the parties, the term of this Agreement
may be extended for an additional period of up to year (1) year(s).
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 cure
or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
D. Return of Documents. Upon termination, any and all CITY documents or materials
provided to CONSULTANT and any and all of CONSULTANT's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
or its agent in any such audit or inspection.
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. INDEMNIFICATION.
A. CONSULTANT shall, to the fullest extent permitted by law, indemnify, release,
defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees
and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert
fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of
CONSULTANT'S performance of its obligations or conduct of its operations under this
Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is
caused or contributed to by the active or passive negligence of the City Indemnitees. However,
to the extent that liability is caused by the active negligence or willful misconduct of the City
Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to
the City Indemnitees' share of liability for the active negligence or willful misconduct. In
addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY
or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's
indemnification obligations. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or
operations under this Agreement, CONSULTANT shall provide a defense to the City
Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense,
including reasonable attorneys' fees, incurred in defense of such claims.
B. 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 BENEFICIARIE
CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
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: Alicia Giudice,
Community Development Director
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
TO CONSULTANT's Project Director: David Plettner-Saunders
The Cultural Planning Group, LLC
6878 Navajo Road, 458
San Diego, CA 92119
15. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an 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.
4
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
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 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.
19. 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.
20. TAXES.
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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
Alicia M Giudice,
Community Development Director
ATTEST:
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, Cit Attorney
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CONSULTANT
B � r
David Plettner-Saunders
Managing Partner
[[f CONSULTANT is a corporation, add signature of
second corporate officer]
Name:
Title:
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Community Development
Project Manager: Ali Giudice Extension: 3092
Contractor Name: The Cultural Planning Group, LLC
Contractor's Contact: David Plettner-Saunders Contact's Email: david@culturalplanning.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE DESCRIPTION
COMPLETED I REVIEWER
DEPARTMENT
DATE Check/Initial
1
Project Manager a. Email PINS Introductory Notice to Contractor
❑
b. Email contract (in Word) and attachments to City
Clicf< here, to,
Attorney c/o Laraine.Gittens _ cityofsanrafael.org
enter a date. ❑
c. Check with City Attorney re Insurance
Requirements for extra small or large projects
2
City Attorney
a. Review, revise, and comment on draft agreement 3/17/2022
❑x LG
and return to Project Manager 3/17/2022
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b. Confirm insurance requirements, create Job on
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PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
3/17/2022
(]X ag
contractor
4
Project Manager
Forward three (3) originals of final agreement to
3/17/2022
contractor for their signature
5
Project Manager
_
When necessary, contractor -signed agreement
❑ N/A
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
PRINT
Project Manager
CONTINUE ROUTING PROCESS WITH HARD COPY
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
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agreement
`/ /
_
8
City Attorney
Review and approve insurance in PINS, and bonds
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I
(for Public Works Contracts)
Agreement executed by City Council authorized
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9
City Manager/ Mayor
official
_
10
rLei
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
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