HomeMy WebLinkAboutCC Resolution 12427 (Loch Lomond Marina; Paul Jensen)RESOLUTION NO. 12427
RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL PLANNING
SERVICES WITH PAUL A. JENSEN FOR SERVICES AS PROJECT PLANNER FOR
PHASE II OF "THE VILLAGE AT LOCH LOMOND MARINA" PROJECT, WITH A NOT -
TO -EXCEED BUDGET OF $69,000.
(Agreement Term: February 19, 2008 through February 19, 2010, with a budget not -to -exceed
$69,000.00)
WHEREAS, on August 6, 2007, the City Council approved a General Plan amendment,
Planned District Rezoning, Tentative Subdivision Map, Use Permit and Environmental and Design
Review Permit applications for the Village at Loch Lomond development project; and
WHEREAS, the City Council also certified an EIR for the project, including mitigation
measures and mitigation monitoring program; and
WHEREAS, Phase II of the City review of the project will include the Planning Division's
oversight, review and processing of the following tasks: a) demolition and surcharge process, final
design details, Mello Roos District establishment, building permit and final map applications; and
WHEREAS, given the experience of Paul Jensen as the project planner for this project during
the planning review and approval phase, the City has asked that he continue his role as project planner
during Phase II; and
WHEREAS, Paul Jensen, has prepared a proposal for services to provide planning services for
Phase II of the City review for the project; and
WHEREAS, the proposal includes a not -to -exceed budget of $69,000.00 composed of an
estimate of the time necessary to complete all outstanding and required tasks through issuance of
building permits; and
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 Paul Jensen.
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 19`h day of February, 2008, by the following vote, to wit:
AYES: COUNCILMEMBERS: Brockbank, Connolly, Miller & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Heller
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ESTHER C. BEIRNE, City Clerk
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PROFESSIONAL SERVICES AGREEMENT WITH
PAUL JENSEN, AICP, FOR PHASE H PLANNING SERVICES FOR
THE VILLAGE AT LOCH LOMOND MARINA PROJET
This Agreement is made and entered into this 190` day of February 2008, by and between the City of
San Rafael (hereinafter "CITY"), and Paul A. Jensen, A.I.C.P. , (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CONTRACTOR has submitted its proposal for the performance of Phase II planning
services, which is attached hereto and incorporated by reference herein; and
WHEREAS, CITY desires to retain CONTRACTOR to perform professional services necessary to
render advice and assistance to the CITY, the CITY's Planning Commission, City Council and staff during
Phase II of the development review for the Village and Loch Lomond Marina project; 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, it is agreed by and between the CITY and CONTRACTOR as follows:
1. PROJECT COORDINATION.
A. CITY. The City Manager shall be the representative of the CITY for all purposes under
this Agreement. Principal Planner, Raffi Boloyan, 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 shall assign a single PROJECT DIRECTOR to have overall responsibility
for the progress and execution of this Agreement for CONTRACTOR Paul Jensen,
A.I.C.P. , 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.
DUTIES OF CONTRACTOR.
A. CONTRACTOR shall perform the duties and/or provide services as described in Loch
Lomond Marina Development, San Rafael; proposal for Phase Hplanning services, attached
hereto and incorporated herein.
B. Commencement. CONTRACTOR agrees to commence work immediately after the date
of signing this contract.
C. Completion. Tasks described in Loch Lomond Marina Development, San Rafael; proposal
for Phase H planning services shall be completed as set forth in the schedule outlined in
document, attached and incorporated by reference herein.
DUTIES OF CITY.
CITY shall perform the duties and/or provide services as outlined in Loch Lomond Marina
Development, San Rafael; proposal for Phase Hplanning services, attached and incorporated herein.
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For the full performance of the services described herein by CONTRACTOR, CITY shall pay
CONTRACTOR an amount not -to -exceed $69,000.00 based upon the budget shown in Loch
Lomond Marina Development, San Rafael; proposal for Phase H planning services.
CONTRACTOR shall be compensated on a time and material basis. Payment will be made upon
receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR-
TERM
ONTRACTOR
TERM OF AGREEMENT.
The term of this Agreement shall be for two (2) years commencing on February 19, 2008 and ending
on February 19, 2010. Upon mutual agreement of the parties, and subject to the approval of the City
Manager the term of this Agreement shall be extended for an additional period.
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 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.
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. However, use
of said property by CITY for project(s) not the subject of this Agreement shall be at CITY's sole
risk without legal liability or exposure to CONTRACTOR.
11. 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
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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:
A comprehensive general liability insurance policy in the minimum amount of one
million dollars ($1,000,000) 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 dollars ($1,000,000) per occurrence.
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) to cover any claims arising out of the
CONTRACTOR's negligent 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 CTTY'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, employees, and
volunteers, as additionally named insureds under the policies.
4. CONTRACTOR shall provide to City's Risk Manager: (a) Certificates of
Insurance evidencing the insurance coverage required herein; and (b) specific
endorsements naming CTTY, its officers, agents, employees, and volunteers, as
additional named insureds under the policies.
The insurance policies shall provide that the insurance carrier shall not cancel or
terminate said insurance policies except upon thirty (30) days written notice to
City's Risk Manager, except for nonpayment of premiums for which such notice
shall be ten (10) days.
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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, to the extent that such coverage remains commercially available at
reasonable rates.
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 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 City's Risk 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. CONTRACTOR has declared that their professional
liability insurance has a $250,000 deductible.
1.1. INDEMNIFICATION.
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents,
employees, and designated volunteers, against any claim, demand, suit, judgment, loss, liability or
expense of any kind, including reasonable attorney's fees and administrative costs, arising out of or
resulting in any way, in whole or in part, from any negligent acts or omissions or willful misconduct
of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of
their duties and obligations under this Agreement.
12.NONDISCRUVE NATION.
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 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
Principal Planner
City of San Rafael
1400 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
TO CONTRACTOR: Paul A. Jensen, A.I.C.P.
77 Mark Drive, Suite 32
San Rafael, CA 94903
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.
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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.
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 560-06-6782. 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
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KEN 90404 OFF, City Man e
ATTEST:
ESTHER C. BEIRNE, City Clerk
CONTRACTOR
By:604'u G A
Name: Paul A. Jensenv
Title: Sole Proprietor
APPROVED AS Q'FORM:
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ROBERT F. EPS' EIN, City A#dmey
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ATTACHED: Loch Lomond Marina Development, San Rafael; proposal for Phase II planning services