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HomeMy WebLinkAbout2016-052 I RESOLUTION NO. 2016-52 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF THE CONSULTANT 3 SERVICES AGREEMENT WITH CIVIC SOLUTIONS FOR PROJECT 4 MANAGEMENT SERVICES FOR THE PROCESSING OF SPECIFIC PLAN PROJECTS. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager is hereby authorized to execute the Agreement with 8 Civic Solutions, attached hereto as Exhibit"A" and incorporated herein. 9 10 SECTION 2. The Director of Finance, or designee, is hereby authorized to issue a 11 Purchase Order in the amount of$90,000. 12 SECTION 3. The authorization to execute the above-referenced agreement is rescinded 13 if the agreement is not executed and returned to the Office of the City Clerk within sixty (60) 14 days following the effective date of this Resolution. 16 17 18 19 20 21 22 23 24 25 1 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF THE CONSULTANT 2 SERVICES AGREEMENT WITH CIVIC SOLUTIONS FOR PROJECT MANAGEMENT SERVICES FOR THE PROCESSING OF SPECIFIC PLAN 3 PROJECTS. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 6 21" day of March, 2016, by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 9 MARQUEZ X 10 BARRIOS X 11 VALDIVIA X 12 SHORETT X 13 NICKEL X 14 RICHARD X 15 MULVIHILL X 16 ' 17 eor nn arena ity erk 18 S The foregoing resolution is hereby approved this day of March, 2016. 19 J r V 20 e l 21 R. Carey Davi//Mayor City of San B rnardino 22 Approved as to form: 23 Gary D. Saenz, City Attorney 24 By: � 25 2 2016-52 CONSULTANT SERVICES AGREEMENT BETWEEN CIVIC SOLUTIONS AND THE CITY OF SAN BERNARDINO FOR THE PROCESSING OF SPECIFIC PLAN PROJECTS THIS AGREEMENT is made and entered into this 21s' day of March, 2016 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and CIVIC SOLUTIONS ("CONSULTANT"). WITNESSETH: WHEREAS, CITY proposes to have CONSULTANT perform the services described herein below; and WHEREAS, CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and WHEREAS, CITY and CONSULTANT desire to contract for Project Management Services for the processing of Specific Plan projects, only as described in the Scope of Services, attached hereto as Exhibit "A"; and WHEREAS, no official or employee of CITY has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the professional services related to the Project Management Services for the processing of Specific Plan projects, only as described in the Scope of Services, attached hereto as Exhibit "A"; and if a conflict arises between the Scope of Services and this Consultant Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern. 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by skilled personnel and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT's performance of this Agreement. CONSULTANT further represents that no CITY employee will provide any services under this Agreement. 1 2016-52 1.3. Warrantv. CONSULTANT warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, presented, brought, or recovered against CITY for, or on account of any liability under any of the above-mentioned laws, arising from or related to CONSULTANT's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost and expense. 1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the CITY. 1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice its profession, skill or business. 2 2016-52 2.0. COMPENSATION AND BILLING 2.1. Compensation. Over the term of this Agreement, Consultant shall be paid an amount not to exceed $90,000.00, only as described in the Scope of Services, attached hereto as Exhibit "A". 2.2. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the Scope of Services unless the CITY, prior to CONSULTANT performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval. Said invoice shall be based on the total of all CONSULTANT's services which have been completed to CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty- five (45) days from the date CITY receives said invoice. The invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of CONSULTANT's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2016, unless the Agreement is previously terminated as provided for herein. The Agreement may be extended for a one-year extension upon mutual agreement of the parties, not to exceed the maximum yearly compensation stated in Section 2.1. 3.2 Termination. CITY or CONSULTANT may terminate the services provided under Section 1.1 of this Agreement upon thirty (3 0) days written notice to the other party. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in its performance of this Agreement shall be delivered to the CITY within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of uncompleted documents without specific written authorization from CONSULTANT shall be at CITY's sole risk and without liability or legal expense to CONSULTANT. 3 2016-52 4.0. INSURANCE 4.1. Minimum Scope and Limits of Insurance. CONSULTANT shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be materially changed or cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payments of damages to persons or property. 5.0. GENERAL PROVISIONS 5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 4 2016-52 5.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: IF TO CITY: Civic Solutions City Manager 27362 Calle Arroyo 300 North"D" Street San Juan Capistrano, CA 92675 San Bernardino, CA 92418 Telephone: (949) 489-1442 Telephone: (909) 384-5122 Facsimile: (949) 240-8068 Facsimile: (909) 384-5138 5.3. Attorne sY Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims arising from or in any way related to CONSULTANT's performance under this Agreement, except when caused solely by the CITY's negligence. 5 2016-52 5.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting at all times as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall secure, at its expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and CONSULTANT. 5.8 Conflict of Interest Disclosure: CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial affect on such interest. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and results under this Agreement. CONSULTANT, when requested, shall furnish clarification and/or explanation as may be required by the CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to CONSULTANT occurs, then CONSULTANT shall, at no cost to CITY, provide all other CONSULTANT professional services necessary to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 5.10. Prohibited Employing nt. CONSULTANT shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6 2016-52 5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 5.16. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 5.17. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. HI HI HI 7 2016-52 CONSULTANT SERVICES AGREEMENT BETWEEN CIVIC SOLUTIONS AND THE CITY OF SAN BERNARDINO FOR THE PROCESSING OF SPECIFIC PLAN PROJECTS IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF SAN BERNARDINO, CIVIC SOLUTIONS A Municipal Corporation Mark Scott, City Manager Thomas G. Merrell, AICP, President APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: 8 2016-52 CONSULTANT SERVICES AGREEMENT BETWEEN CIVIC SOLUTIONS AND THE CITY OF SAN BERNARDINO FOR THE PROCESSING OF SPECIFIC PLAN PROJECTS THIS AGREEMENT is made and entered into this 21" day of March, 2016 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and CIVIC SOLUTIONS ("CONSULTANT"). WITNESSETH: WHEREAS, CITY proposes to have CONSULTANT perform the services described herein below; and WHEREAS, CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and WHEREAS, CITY and CONSULTANT desire to contract for Project Management Services for the processing of Specific Plan projects, only as described in the Scope of Services, attached hereto as Exhibit "A"; and WHEREAS, no official or employee of CITY has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the professional services related to the Project Management Services for the processing of Specific Plan projects, only as described in the Scope of Services, attached hereto as Exhibit "A"; and if a conflict arises between the Scope of Services and this Consultant Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern. 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by skilled personnel and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT's performance of this Agreement. CONSULTANT further represents that no CITY employee will provide any services under this Agreement. 1 2016-52 1.3. Warranty. CONSULTANT warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, presented, brought, or recovered against CITY for, or on account of any liability under any of the above-mentioned laws, arising from or related to CONSULTANT's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost and expense. 1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the CITY. 1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice its profession, skill or business. 2 2016-52 2.0. COMPENSATION AND BILLING 2.1. Compensation. Over the term of this Agreement, Consultant shall be paid an amount not to exceed $90,000.00, only as described in the Scope of Services, attached hereto as Exhibit "A". 2.2. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the Scope of Services unless the CITY, prior to CONSULTANT performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval. Said invoice shall be based on the total of all CONSULTANT's services which have been completed to CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty- five (45) days from the date CITY receives said invoice. The invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of CONSULTANT's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2016, unless the Agreement is previously terminated as provided for herein. The Agreement may be extended for a one-year extension upon mutual agreement of the parties, not to exceed the maximum yearly compensation stated in Section 2.1. 3.2 Termination. CITY or CONSULTANT may terminate the services provided under Section 1.1 of this Agreement upon thirty (3 0) days written notice to the other party. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in its performance of this Agreement shall be delivered to the CITY within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of uncompleted documents without specific written authorization from CONSULTANT shall be at CITY's sole risk and without liability or legal expense to CONSULTANT. 3 2016-52 4.0. INSURANCE 4.1. Minimum Scope and Limits of Insurance. CONSULTANT shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits,per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be materially changed or cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payments of damages to persons or property. 5.0. GENERAL PROVISIONS 5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 4 2016-52 5.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: IF TO CITY: Civic Solutions City Manager 27362 Calle Arroyo 300 North "D" Street San Juan Capistrano, CA 92675 San Bernardino, CA 92418 Telephone: (949) 489-1442 Telephone: (909) 384-5122 Facsimile: (949) 240-8068 Facsimile: (909) 384-5138 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims arising from or in any way related to CONSULTANT's performance under this Agreement, except when caused solely by the CITY's negligence. 5 2016-52 5.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting at all times as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall secure, at its expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and CONSULTANT. 5.8 Conflict of Interest Disclosure: CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial affect on such interest. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and results under this Agreement. CONSULTANT, when requested, shall furnish clarification and/or explanation as may be required by the CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to CONSULTANT occurs, then CONSULTANT shall, at no cost to CITY, provide all other CONSULTANT professional services necessary to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 5.10. Prohibited Employment. CONSULTANT shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6 2016-52 5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 5.16. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 5.17. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. HI 7 2016-52 CONSULTANT SERVICES AGREEMENT BETWEEN CIVIC SOLUTIONS AND THE CITY OF SAN BERNARDINO FOR THE PROCESSING OF SPECIFIC PLAN PROJECTS IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF SAN BERNARDINO, CIVIC SOLUTIONS A Municipal Corporation Mark Scott, City Manager Thomas G. Merrell, AICP, President APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: 8 EXHIBIT A SCOPE OF SERVICES ECIVIC S O L U T I O N S February 18, 2016 Mr. Oliver Mujica, Planning Division Manager City of San Bernardino 300 North "D" Street, San Bernardino, CA 92418 Re: Qualifications for Project Manager Services for Waterman + Baseline Neighborhood Transformation Specific Plan Mr. Mujica, Thank you for inviting us to submit our qualifications for project management services. We understand that you need a professional urban planner to manage the review and entitlement process for a Specific Plan and Environmental Impact Report for the Waterman + Baseline Neighborhood Transformation project intended to revitalize an underutilized area of the City. The project proposes six distinct "districts" consisting of a mix of residential and commercial uses. The project manager will work as an extension of staff and be responsible for all aspects of the project from application through the entitlement process to approval by the City Council collaborating with your permanent staff and reporting directly to the Planning Division Manager. The Firm. Civic Solutions has successfully provided community development services for city and county planning departments in the Southern California area for the past twenty-five years. The firm maintains offices in San Juan Capistrano and Ontario, and specializes in providing a full range of planning services including discretionary case processing, project management, citizen participation, zoning and land use code administration, advance planning, specific plans, design guidelines and CEQA documentation. Serving numerous counties and cities in the region permits us to bring a broader perspective to the City process, giving us the ability to use the best practices of the planning profession for the ultimate benefit of the community. Project Management. Large projects, an unexpected influx of projects at one time, understaffing, all situations that can lead to a need for temporary additional staff. We offer highly qualified planners who have the skills, expertise, experience, and focus you can trust to manage a project from start to finish within your deadline. Proposed Staff. To provide you with the ideal professional and best fit for this project management assignment, you will need a project manager who brings comprehensive planning expertise that complements the city's current staff and can help develop and maintain the City's vision for social, cultural and economic growth throughout the entitlement process. We are submitting the resume of one of 27362 Calle Arroyo San Juan Capistrano,CA 9267' 949/489-1442 EXHIBIT A 949/240-8068 PAx www.civicsolutions.com EXHIBIT A SCOPE OF SERVICES City of San Bernardino February 17, 2016 Page 2 our highly qualified senior staff, Maryann Marks (detailed resume attached). Ms. Marks is one of our most capable project managers with over 19 years of planning experience in both the public and private planning fields. She is well qualified for managing a large Specific Plan project having written and supervised over 30 Specific Plans throughout her career, many containing similar land use district divisions and mix of uses. Maryann brings an understanding of, and sensitivity to, local government concerns, including fiscal constraints on the projects she manages. Our understanding of the nature of this assignment, a large scale mixed use development with supporting environmental, and Maryann's experience, make her the ideal candidate as Project Manager. Maryann would like the opportunity to meet with you to discuss this contract planning position and show you that she is the right person for this assignment and that having the support of the Civic Solutions Team behind her is the right support team to provide you with planning services that are responsive to changes occurring in the built environment and proposed development that is in the planning stage. As principal project manager, Ms. Marks hourly rate is $135.00. (Rate sheet attached) Civic Solutions is committed to working with our public agency clients to provide professional urban planning services and endeavor to work with our clients to make the cost of our services fit within budget constraints. We offer extremely talented individuals with extensive experience in urban planning who can tackle any level of work without training or supervision. On this assignment we will require an advance deposit for all services provided, which can be funded and supplemented quarterly, and for which the draw will be subject to the terms of the contract. We appreciate the opportunity to propose on this project management assignment. Should you have any additional questions or require more information, please contact either of us at(949)489-1442. Sincerely, Thomas G. Merrell, AIC President Encl: Firm Profile Staff Resume EXHIBIT A EXHIBIT A SCOPE OF SERVICES SCHEDULE OF FEES FOR CITY OF SAN BERNARDINO PROJECT MANAGEMENT Waterman + Baseline Neighborhood Transformation Specific Plan Project Manager Civic Solutions, Inc. will perform consulting services at the following hourly rates: Classification Hourly Rate Principal X150' Principal Project - $135 Senior - $105 Associate $85 Assistant Planner $70 Planning Assistant $55 Planning Technician $45 Clerical/Admin Support Services• . NOTE: Civic Solutions will require an advance deposit for all services provided under this contract. Work performed on a time and materials basis will be billed monthly, and will be due in accordance with the terms of the contract. REIMBURSABLE EXPENSES • Blue line reproduction of plans • Large duplication or document publishing projects • Specialized graphic projects • Messenger and overnight delivery FEE SCHEDULE EFFECTIVE JANUARY 1, 2014 EXHIBIT A EXHIBIT A SCOPE OF SERVICES OVERVIEW OF FIRM PROFILE THE FIRM Civic Solutions is a planning and environmental consulting firm that provides comprehensive services to municipalities, special districts and other public agencies. The firm is established SERVICES around the principle that community planning and development ultimately serve the public interest. Environmental Services Civic Solutions was established in 1991 and has maintained its focused commitment to serve • Environmental Analysis public agencies for the last 25 ears. The company is a California Corporation, led b its • CEQA Documentation p g Y p Y p Y • NEPA Documentation owner and founder Thomas G. Merrell, AICP, President and Chairman of the Board. Other • Technical Studies officers of the firm include Robert Balmatt, Chief Financial Officer; and Mary P. Wright, Vice President. Key members of the mangement team include Maryann Marks, AICP and Marie Planning Services Luna, AICP. Guided by the company philosophy that planning is for people, Civic Solutions is • Counter Servies ideally equipped to successfully provide planning and environmental services to the • Project Management satisfaction of our clients and the communities we serve. • Discretionary Case Processing • Permit Review Civic Solutions is a local business with company headquarters in San Juan Capistrano and a • Land Planning satellite office in the City of Ontario at the locations below. Services will be provided to the • Development Review City of San Bernardino out of the company's San Juan Capistrano office. • Code Interpretation • Case Management Corporate Office Inland Empire Office • Advanced Planning 27362 Calle Arroyo 3200 E. Guasti Road; #100 Additional Services San Juan Capistrano, CA 92675 Ontario, CA 91761 • General Plan Updates 949/489-1442 909/930-3999 • Zoning Code Updates • Specific Plans CORE SERVICES • Public Outreach We deliver "added value" services in all planning functions. The experienced professionals • Consensus Building who staff our firm have extensive backgrounds in public-sector service. Some of the firm's • Mediation g p • Training recent clients include the cities of Jurupa Valley, Oceanside, El Cajon, Fountain Valley, San Gabriel, Compton, Inglewood, Irvine, La Habra Heights, Buena Park, Yorba Linda, Huntington Beach, La Puente, Rosemead and San Clemente. Our services include all functions of a municipal planning department, including discretionary case processing, public information services, environmental analyses, plan checking, site visits, mitigation monitoring, zoning code amendments, architectural design guidelines, specific plans, policy planning and general plan updates. We provide support services in the form of graphics, design evaluation, analysis of alternatives, report writing, environmental impact documentation, annexations, grant writing, housing elements, citizen participation programs and other community development activities. Environmental Services Civic Solutions' technical staff provides environmental planning and review for our municipal clients. Our expertise includes environmental analysis, CEQA/NEPA documentation, resource agency permitting assistance, and mitigation and monitoring programs. We perform the full range of environmental documentation from Initial Studies and Exemptions through review and/or preparation of Environmental Impact Reports (EIRs) and Environmental Impact Statements (EISs). Public agencies value our ability to prepare thorough and legally- defensible environmental documents in compliance with state and federal requirements. Planning Services Civic Solutuions has earned an excellent reputation throughout Southern California for our contract planning and land planning services. We are able to quickly get up to speed on a EXHIBIT A EXHIBIT A SCOPE OF SERVICES jurisdiction's regulations, policies and operating procedures and seamlessly provide current and advanced planning services. Our staff regularly provides department management, counter services, customer support, discretionary case processing, plan checking, advance planning, report writing and presentations to Planning Commissions and City Councils. We are skilled at development review and are able to perform slope and grading analyses, assess view impacts and evaluate project design features. We fit seamlessly into the organizations we serve. It is our goal that applicants cannot distinguish between staff and consultant project managers. We are also experienced long range planners and can readily interpret policies, evaluate issues, and prepare general plan amendments, code amendments, focused issue studies, etc. Additional Services As a full-service planning firm, Civic Sollutions has the broad base of urban planning experience needed to prepare land use plans and to evaluate their impact on the environment, municipal services, tax base, traffic, schools, and open space. Through our Downtown Solutions team, we prepare Master Plans, General Plans, Specific Plans, Zoning Codes, Land Use Elements, Architectural Design Guidelines, Housing Programs and Annexation Studies. Civic Solutions also assists public agencies to improve and manage their development review services by evaluating plan review processes, preparing detailed procedure manuals, setting up and conducting training programs and developing citizen participation programs. On occasion, a development plan has the potential to generate public controversy (usually with neighboring residents) during the public hearing process. We do not view hearings to be the most effective means of resolving such controversies. Civic Solutions will meet separately and work effectively with concerned citizens prior to the hearings to establish workable solutions for all parties. This program has been remarkably successful in achieving public agency approvals, accelerating the schedule, and resulting in an outstanding project for the applicant. ,PAST, Successfully served over 50 southern California cities for 23 years -PRESENT - Currently providing contract planning services in Riverside, Los Angeles, Orange and San Diego counties ® FUTURE = We hope you will agree— Civic Solutions is the right choice for your planning support needs. EXHIBIT A EXHIBIT A SCOPE OF SERVICES C I V I C S O L U T I O N S Highlights MARYANN MARKS, AICP • Project Management • Specific Plans PRINCIPAL PROJECT MANAGER • Architectural Design Ms. Marks extensive background and experience includes both the private and public Guidelines sectors. She serves as Principal Project Manager for many design and development • Zoning Code updates projects, providing a full scope of planning services from discretionary case • Form Based Codes processing, project management, public outreach, project design, zoning code • Ordinance drafting updates, specific plan and design guideline production and graphic support on all • General Plan/zoning projects. In her career she has worked on over 5o Design,Visioning, Specific Plan, consistency reviews Design Guideline, Form Based Code and other regulatory documents, always • Design Review exhibiting strong professionalism and an optimistic outlook while searching for • Special Studies creative and unique solutions to complex issues and situations.Ms.Marks specializes in understanding the unique attributes of an area and creating site-specific regulations Education and guidelines to create a distinctive sense of place. Her broad experience in Masters in Business professional urban planning has provided her with an excellent knowledge of planning Administration, Pepperdine and community development.She has been an integral member of the public outreach University process,from visioning to approval presentations. I Ier ability to plan and implement Bachelor of Science, Ohio complex entitlement strategies to minimize processing time and approvals has been State University an asset to Civic Solutions and their clients. Ms. Marks is successful in negotiations Light Construction with public and government agencies and has the dynamic ability to manage people Management Certificate, and excel in challenging environments.Since her association with Civic Solutions,she University of California, has won three consecutive LA APAAwards for Design Guidelines. Irvine Ms. Marks has worked in numerous cities throughout Southern and Northern Affiliations California. I Ier direct experience with Civic Solutions includes project management American Planning for complex discretionary planning applications, long range planning analysis, Association: preparation of staff reports for decision-maker approval, and review of construction VP AICP OC Section drawings for compliance with ordinances and departmental conditions of approval. Webmaster, LA Section I Ier strengths include discretionary project management; public outreach and American Institute of education; long-range planning; grant administration; budget analysis and Certified Planners(AICP) implementation. She prefers to work with public agencies, as both share a desire to Urban Land Institute improve and recycle existing urban and town environments. Ilex ability to manage Leadership Tomorrow multiple projects enables her to bring an efficient and practical approach to overall Graduate project design and management. I Iighlights of Ms.Marks'relevant experience include: SR. ADVANCED PLANNER, JURUPA VALLEY Responsible for all advance planning functions including code updates, project review, staff report and noticing preparation, compilation of project conditions and presentation of staff reports at public hearings, WRCOG participation, Representative on JAPRD trails committee. PROJECT MANAGER, DOWNTOWN VERNON STREET AND HISTORIC OLD TOWN SPECIFIC PLAN, ROSEVILLE, CA Managed the specific plan team working with City officials,a citizen steering committee,and the public to create a Specific Plan that incorporated the proprietary downtowncode,private and public design guidelines,implementation strategies,and environmental documentation.The downtowncode approach,which blends Euclidean zoning,form-based zoning,Municipal(non-zoning)ordinances,and Smart Code regulations in a graphics-heavy format,recognized that I)owntown Roseville is L,_ r EXHIBIT A EXHIBIT A SCOPE OF SERVICES C I V I C S O L U T I O N S Maryann Marks,AICP a distinct place and,therefore,should have distinct regulations.Plan strategies are supported by economic,transportation,and environmental analyses. PROJECT MANAGER, ROSEMEAD MIXED USE DESIGN GUIDELINES,MIXED USE DESIGN STANDARDS AND COMPREHENSIVE CODE UPDATE Managed the final Mixed Use Design Guidelines,Prepared the Mixed Use Development Standards for medium and high-density designations per the new General Plan.The standards were used initially as guidelines for reviewing plans that were in process,and were ultimately incorporated into the zoning code update. Managed the comprehensive zoning code update for the City per the contract through City draft. PROJECT MANAGER, CITYWIDE DESIGN GUIDELINES,ANTIOCH, CA Provided oversight and direct,hands-on supervision of the firm's design and advance planning team in preparing a unique set of design guidelines for all areas of the city. The objective was to develop design guidelines to implement Antioeh's vision of safely and comfortably accommodating all users and fostering a sense of place in the public realm. The scope included an analysis of existing conditions, feasibility and implementation issues along with the development of design guidelines. PROJECT MANAGER, SF RESIDENTIAL DESIGN GUIDELINES, ALHAMBRA, CA Managed the project and was hands on in producing the concise architectural design guidelines which addressed each residential style found within the City as well as addressing the City's unique set of circumstances dividing the city into 17 individual residential areas with their own design criteria. PROJECT MANAGER, CITY OF IRWINDALE COMMERCIAL AND INDUSTRIAL DESIGN GUIDELINES Managed and produced the design guidelines and regulatory framework to control development,advertising,etc.throughout the city of Irwindale. Special attention was placed on signagc to control and regulate the form and function of signagc to allow creativity within a design framework that would create a sense of place within the Citv. PROJECT MANAGER, LAKE ELSINORE DOWNTOWN CODE AND DESIGN GUIDELINES Managed and produced the downtown code and design guidelines for the master plan which included a historic town center which would serve as the focal point and gathering place for the entire conmumity. A comprehensive form based code which included very concise mixed-use design guidelines as well as commercial and residential to address the area's unique Set of circumstances. A strategic plan to respond to traffic patterns,adjacency issues,parking limitations,residential needs and a vital mixed-use core were detailed components of the program. partial list of additional relevant project experience: Mission Village-TTM submittal Specific Plan hnplcmentation Document City of Whittier - IIistorical and residential Design Review and project review Zoning code rewrite - signagc, cell sites, Preferred replacement materials for I Iistorieal refurbishment Arroyo Seco Design Guidelines,Pasadena,CA EXHIBIT A EXHIBIT A SCOPE OF SERVICES C I V I C S O L U T I O N S Maryann Marks,AICP Newhall Ranch Specific Plan & SP Conformance Document, Comnnmity Design Guidelines, Implementation Notebooks and Community Outreach Program, Santa Clarita,CA Rice Ranch Specific Plan, Santa Barbara, CA, 58o acre Specific Plan and Design Guidelines,EIR support North Pointe,Specific Plan,CA Sutter Pointe, Measure "M" Master Plan, Village Planning and Design, Design Guidelines and Specific Plan for Yuba County Yorba Linda I Ieights-19 -acre Design Guidelines and Tract Map Entitlement Vista Del Verde-Yorba Linda 890-acre Master Plan,Community Design Guidelines Design Implementation program EXHIBIT A