RESOLUTION NO. 24-___
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute A Professional Services Contract With Charmin RoundtreeBaaqee DBA Art Is Luv For Advancement Of The Art Center Project For An Amount Not To Exceed $298,000.
WHEREAS, on May 16, 2023, the City Council established its priorities for Fiscal Year 2023-2024, which included “revitalize and advance the Art Center Project”; and WHEREAS, the development of an Art Center is prominently supported by the City policies outlined in the 2016 Public Art Master Plan and the 2017 Economic Development Strategy; and
WHEREAS, on July 18, 2023, the City Council held a study session on next steps for the Art Center Project and gave direction to staff to convene a task force to advise staff and the City Council on the Art Center Project, and to proceed with implementing the project through robust community outreach and evaluation of operating models; and WHEREAS, on May 2, 2023, the City Council adopted Resolution No. 23-51, authorizing the execution of a Standard Agreement with the California Arts Commission (“CAC”) for the receipt of $671,429 in grant funds (the “CAC Grant”) in support of the Rotten City Cultural District; and
WHEREAS, the grant funds provided by the CAC are to support the promotion, marketing, activities and administrative costs associated with the District to the benefit of the City’s creative economy; and
WHEREAS, the Standard Agreement with the CAC includes support of a feasibility analysis, identification of an operational partner, and development of an Art Center that will complement new and existing programs as an eligible activity for CAC grant funds; and
WHEREAS, consulting services are needed to advance the Art Center project as directed by the City Council; and
WHEREAS, on July 6. 2023, staff distributed a request for letters of interest from individuals and firms to provide consultant services in support of the CAC Grant activities, with responses due July 18, 2023; and
WHEREAS, on August 24, 2023, staff distributed a request for cost proposals to respondents to the request for letters of interest, with responses due September 19, 2023; and
WHEREAS, on October 13. 2023, a panel of three District Advisory Group members and staff interviewed a short list of two respondents and recommended the City engage ABG Art Group for their proposed scope of work, except for tasks associated with support of DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Resolution No 24-
Art Center Advancement Contract
City Council Meeting | February 20, 2024
the Art Center project, for which the panel recommended engaging Charmin RoundtreeBaaqee dba Art is Luv; now therefore be it RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute the Professional Services Contract with Charmin Roundtree-Baaqee dba Art is Luv for an amount not to exceed $298,000 in substantial form as attached hereto as Exhibit A, and be it further
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute amendments to the Professional Services Contract as needed to effectuate its purposes, provided such amendments do not materially increase the City’s obligations thereunder.
ADOPTED by the City Council of the City of Emeryville at a regular meeting held Tuesday, February 20, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK
ATTACHMENTS
Exhibit A – Professional Services
Contract
CITY ATTORNEY
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
CALIFORNIA
PROFESSIONAL SERVICES CONTRACT
FOR CITY USE ONLY
Contract No. CIP No.
Resolution No. Project No. REV09/2022
THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and CHARMIN ROUNDTREEBAAQEE DBA ART IS LUV (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
WITNESSETH THAT
WHEREAS, the City desires to engage Contractor for services in connection with the advancement of the Art Center Project; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. SCOPE OF SERVICES AND TERMINATION DATE
1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.
1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.
Exhibit A
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on FEBRUARY 28, 2026. The Parties may, by mutual, written consent, extend the term of this Contract.
2. WORK CHANGES
2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.
3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO HUNDRED NINETY EIGHT THOUSAND DOLLARS AND NO CENTS ($298,000.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
and express mail charges, photocopying and microcomputer time shall be at cost.
Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden.
Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.
4. COVENANTS OF CONTRACTOR
4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.
4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.
4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.
4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.
All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4.10 Key Personnel
All of the individuals listed in Exhibit A are necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.
4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.
4.13 City Labor Requirements
4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is ; required /
not required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.
4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.
4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $18.00 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
4.14 California Labor Requirements
4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.
B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.
C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.
D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.
E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.
F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.
7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.
10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
12. NOTICES
12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Chadrick Smalley for the City and Charmin Roundtree-Baaqee for the Contractor:
CITY CONTRACTOR
Chadrick Smalley, Community
Development Director
Phone No: 510-596-4355
E-Mail : [email protected]
Charmin Roundtree-Baaqee
Phone No: 510-377-2533
E-Mail : [email protected]
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY CONTRACTOR
Paul Buddenhagen, City Manager
1333 Park Ave.
Emeryville, California 94608
Phone No: 510-596-4371
E-Mail :
[email protected]
with a copy to:
Chadrick Smalley, Community
Development Director
1333 Park Ave.
Emeryville, California 94608
Phone No: 510-596-4355
E-Mail : [email protected]
Charmin Roundtree-Baaqee, Curator, Art
Is Luv
3900 Fairway Ave.
Oakland, CA 94605
Phone No: 510-377-2533
E-Mail : [email protected]
13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.
14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.
Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is required /
; not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV
(Signature)
Charmin Roundtree-Baaqee, Curator
Attach:
W-9 Form
Attach:
Business License Certificate
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
džŚŝďŝƚͲ^ĐŽƉĞŽĨtŽƌŬ
Task 1 - Review preliminary background and orientation utilizing existing project documents.
Proposed Timeline - 1 month
Estimated Fee - $19,200 (ϭϮϴŚƌƐͿ
AIL and JJC will review and manage distribution to project partners of existing reports, staä memos, meeting agendas and minutes, design drawings, etc. to improve our understanding of the project history, lessons learned, growth areas, and satisfactorily completed action items. We will coordinate records requests with City staä for documents that are not available on the City’s website. We will complete Task 1 by performing the following subtasks. Please note that additional action items are embedded within the tasks noted below but are not listed in order to maintain a high level summary of the proposed scope.
● Establish communication plan for the project partners including:
○ Community stakeholders
○ Arts Center advisory group
○ City Staä
○ Sub consultants
○ Rotten City Cultural District Campaign managers
● Collaborate with City staä to develop a deliverable review and approval plan ● Prepare document review plan for advisory group and subconsultants (architects, engineers, contractors, estimators, researchers, etc. ● Review existing feasibility studies and identify opportunities to deepen analyses ● Review community engagement and visioning summary and identify gaps/opportunities to extend outreach
● Review existing project funding and revenue producing sources ● Review previously recommended operational models
● Review identified O&M needs
● Research allowable and adaptable use types
E: [email protected] / T: 510.377.2533 / artisluv.com
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Task 2 - Perform a “Refresh” of visioning exercises completed in 2009 by Museum Management Consultants and documented in the City’s e-library.
Proposed Timeline - 3 months
Estimated Fee - $57,600 (ϯϴϰŚƌƐ)
Although an extensive community engagement process was facilitated by City staä in collaboration with former development partner, Orton Development Incorporated, we see Task 2 as an opportunity to build upon existing groundwork through the development of a more focused stakeholder engagement process. Specifically, we plan to use our training in leading human-centered design and Theory U processes (a systems change theory developed out of MIT)to engage hyper local focus groups.
These methodologies include interactive, arts-based studio thinking techniques and are used to engage varied stakeholders in developing holistic, forward thinking, and practical recommendations which support community needs and desires.
We propose exploring enhancements summarized below.
● Review existing stakeholder contact directory and edit as needed ● Research local context
● Establish focus groups
○ Visual and performing artists
○ Youth program administrators and youth
○ Academia and Arts Education Institutions
○ Leaders of neighboring arts and culture centers
● Develop meeting schedules, agendas, and group exercises ● Develop scaäolded community engagement exercises that are audience, situational, and topic specific, which gather input around current needs and test previous recommendations
● Work with City staä and advisory group to establish a values and vision statement, set feasible goals, and an implementation timeline ● Develop and implement a series of art interventions such as Studios Tours and Gallery “pop-up” events to build momentum and engagement for the Arts Center (see “Notes” section for additional details) in collaboration with ABG. ● Summarize stakeholder input and create matrix of project “must haves”, “nice to have”, and “aspirational”
Notes:
E: [email protected] / T: 510.377.2533 / artisluv.com
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Organize and facilitate studio tours and performance/gallery events to collect community input on how a new art center can provide additional scaäolding to an already thriving artist community.
To better understand the local art scene (past, present, and future) and the needs of artists, AIL and JJC will expand the engagement and visioning process for artists beyond focus group convening. We believe that understanding how arts practitioners operate and live within the greater context of Emeryville’s arts and culture landscape is essential to the community engagement process. We will facilitate a series of scheduled studio visits and event audience research activities at performances and gallery events. To complete this eäort, we will perform the following tasks. ● Develop interview/discussion topics and interactive exercise designed to collect qualitative project specific data
● Schedule studio tours with artists at diäerent career stages, working in diäerent media, and on diäerent types of projects.
● Coordinate with gallery owners and arts organization leads to design surveys stations that target both artists and spectators and enthusiasts at upcoming events
● Summarize research findings and incorporate into final “refresh” visioning reporting documents
Task 3 - Facilitate and form agendas and discussion topics for the Art Center Advisory Group
AIL and JJC will plan and facilitate 4 to 6 Art Center advisory group meetings over a 2-year period. Additional meetings can be scheduled if the project requires additional input and updates.
Proposed Timeline - on-going (2 year)
Estimated Fee - $7,200;ϭ͕ϮϬϬͬŵĞĞƚŝŶŐͿ
● Establish 2-year meeting schedule
● Develop agenda and discussion topics
● Provide project updates through summary and presentation decks ● Coordinate meeting space (city property and other locations) ● Identify advisory backup members
E: [email protected] / T: 510.377.2533 / artisluv.com
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 ● Coordinate meal/snack meeting provisions
Task 4 - Lead building evaluation and value engineering study with support from architecture, engineering, etc. professional service subcontractors including architects, engineering, etc vendors. Determine the most cost-eåcient way to deliver a usable building.
It is our understanding that the City and other project stakeholders were committed to adapting the existing structure to accommodate the identified functionalities of the new art center. More recently, the City has expressed interest in exploring the possibility of replacing the existing structure with a new building within the existing building’s footprint. AIL and JJC will collaborate with contracted architecture, engineering, and structural subcontractors to evaluate the most cost-eäective reuse of the existing building and/or its footprint. We envision the following subtasks to carry out this eäort.
Proposed Timeline 3 months
Estimated Fee - $36,000 (ϮϰϬŚƌƐ) + $100,000 (ƐƵďĐŽŶƐƵůƚĂŶƚ) ● Sole source architectural firm and develop scope of work with guidance from City staä
● Review vendor project approach and associated fees
● Lead professional services contract administration
● Communicate lessons learned during “Refresh” visioning to contracted vendors ● Refine project deliverables with selected vendor
● Work with vendors to develop project deliverable schedule ● Establish submittal review team and lead review process ● Report back as needed to City staä, department heads, City Council, and Art Center Advisory Group
○ Identify a schedule/frequency of project updates
● Draft next steps for project delivery
Task 5 - Analyze and perform preliminary development of operational funding models E: [email protected] / T: 510.377.2533 / artisluv.com
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 To understand what the best funding model is for the new art center, we will want to understand the overall market, research best practices, and have a clear picture of what legislation, opportunities, and regulations will impact the Arts Center. We’ll coalesce these understandings alongside the criteria developed in the refreshed visioning, and utilize them in developing 2 alternative funding models, and provide preliminary organizational budgets for the short and medium term of the Arts Center’s operation.
As a note, although funding models and organizational structure are interrelated, they are separate constructions, so we have broken them out at this stage across two tasks.
Both would be led by AIL/JJC. Our goal is to give the arts center the strongest possible footing for ongoing success, by first understanding the economic feasibility of certain partnerships and structures and using this information to create a realistic budget given the parameters of the model. This will then better inform the organizational structures in Task 6.
Proposed Timeline - 2-3 months
Estimated Fee - $30,000 (ϮϬϬŚƌƐ)
● Conduct an economic feasibility study which includes:
○ Understanding the local arts and entertainment market ○ Funding sources review including local, county, and state sources, private philanthropy and other giving as well as opportunities for earned-income
○ Review of legislation and regulations impacting funding ○ Research of potential partnerships and models
● Understand the Financial Feasibility of our alternatives:
○ Working in alignment with the benefit cost analysis for the provision of the Art Center structure and the economic feasibility study, determine 2 alternative funding models with varying types of public and private support for the ongoing support
■ Research potential partnerships and models including but not limited to:
● Earned-income revenue streams such as rentals and event hosting, membership programs, etc
● Foundation development
● Business and Learning Institution Partnerships
E: [email protected] / T: 510.377.2533 / artisluv.com
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 ■ Compare the financial feasibility of each model
Task 6 - Develop framework for organizational structure of art center operations.
In exploring potential models for organizational structure to serve the new Art Center’s operations, we will evaluate immediate and projected needs of the art center, developing an understanding of what resources exist within the communities that will be served by the art center’s infrastructure and programming. Leveraging homegrown resources allows for a more sustainable model, as individuals who feel invested in the spaces around them, help create pathways for stewardship. To initiate this work, we will employ the following strategies.
Proposed Timeline - 2-3 months of research and planning, not including additional time for the formation of an operating entity
Proposed Fee (based on 2.5 months) - $48,000 (ϯϮϬŚƌƐ)
● Review visioning refresh summary to establish criteria for organizational development and operation models
● Use the funding model analysis and financial feasibility analysis along with prospective budgets to inform possible organization structures. ● Identify potential organizational models and evaluate advantage and challenges
● Explore opportunities for building career pathway learning partnerships with neighboring educational institutions, arts organizations, and arts and culture centered small businesses
● Identify potential partnerships, including those that would allow the art center to function as a venue for learning and professional development, essential needs resource center, and/or a hub for other community services ● Evaluate potential organizational structures based on their ability to eäectively operate the Arts Center, including potential staång costs, operations and maintenance, seasonal determinants, and existing art spaces providing community assets
● Develop a recommended organizational structure, to support business continuity
E: [email protected] / T: 510.377.2533 / artisluv.com
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 SCOPE OF WORK: STAFFING BUDGET DISTRIBUTION
TOTAL PROJECT BUDGET $298,000
AIL + JJC $198,000
Subs $100,000
TASK BUDGET SPLIT COST
AIL JJC SUB
1. Review preliminary
background and orientation
utilizing existing documents
provided by City staä and
located on City’s website and
provided by City staä.
50%
$9,600
50%
$9,600
100%
$19,200
2. Perform a “Refresh” of
visioning exercises completed
in 2009 by Museum
Management Consultants,
that is documented in the
e-library. Facilitate
community engagement
through studio tours and
performance/gallery pop ups.
50%
$28,800
50%
$28,800
100%
$57,600
3. Attend and help form
agendas and discussion topics
for the Art Center Advisory
Group
50%
$3,600
50%
$3,600
100%
$7,200
4. Lead building evaluation
and value engineering study
with support from
architecture, engineering, etc.
professional service
subcontractors. Determine the
most cost-eåcient way to
deliver a usable building.
24%
$32,400
0.3%
$3,600
75.7%
$100,000
100%
$136,000
5. Analyze and perform
preliminary development of
operational funding models
10%
$3,000
90%
$27,000
100%
$30,000
6. Develop framework for
organizational structure of art
center operations.
50%
$24,000
50%
$24,000
100%
$48,000
TOTAL $101,400 $96,600 $100,000 $298,000
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DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
CALIFORNIA
REV 08/2020 Page 1 of 5
EXHIBIT B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV.
1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
; General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
; Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy. Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.
Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.
1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
; General Liability
$1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
$2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.
; Automobile Liability
$500,000.00 per accident for bodily injury and property damage. Professional Liability / Errors and Omissions
$2,000,000.00 per claim and aggregate.
Workers’ Compensation and Employer’s Liability
Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Pollution Liability Insurance
$2,000,000.00 per occurrence and $2,000,000.00 aggregate.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
; General Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.
; Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. Pollution Liability Coverage
(1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.
3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.
4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
Attach:
Insurance Certificate and Endorsements
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034