Contract No. 10604 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), entered into as of~-~-' 2018 ("Execution Date"), by and between the City of Santa Monica ("City") and Moore lacofanco Goltsman, Inc. ("MIG"), a California corporation, is made with reference to the following:
RECITALS,
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. MIG is qualified to do business, and is doing business, in the State of California. MIG represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. T11e City and MIG now desire to enter into an agreement for MIG to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2019, unless sooner terminated in accordance with Section 14.
2. MIG Services, MIG will perform all of the services ("Services") described in Exhibit A, Scope of Services. MIG will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3,1 Make available to MIG any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by MIG.
4. Compensation. The City will compensate MIG for the Services performed in an amount not to exceed Four Hundred Eighty Eight Thousand Seven Hundred and Six Dollars ($488,706), as set forth in Exhibit B.
5. Invoices. MIG will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt. 1 January 2018
6, Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6, 1 All notices, demands, requests or approvals to the City:
Community & Cultural Services, Administration & Planning City of Santa Monica
1685 Main Street, Room 210
Santa Monica, California 90401
Attention: Karen Ginsberg, Community & Cultural Services Director Re: Contract No. 10604
with a copy to:
Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10604
6,2 All notices, demands, requests or approvals to MIG:
Moore lacofanco Goltsman, Inc.
800 Hearst Avenue
Berkeley, California 94 710
Attention: Daniel lacofano
Re: Contract No. 10604
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of MIG or anyofMIG's agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and MIG, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, MIG must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by MIG or MIG's agents, 2 January 2018
representatives, employees or subconsultants for the duration of this Agreement. MIG 1nust obtain insurance that, at a minimum, meets the require1nents for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to MIG's Services produced under this Agreement, MIG agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the acts, errors and/or omissions of MIG, or MIG's employees, agents, officers, and subconsultants.
MIG's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of MIG, its employees, agents or officers, or subconsultants; provided, however, that MIG's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding MIG's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from MIG, if City chooses to do so,
10.2 Enforcement Costs. MIG agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10 .1.
11. Prohibition Against Transfers.
11. 1 MIG may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of MIG or of any general partner or joint venturer or syndicate member of MIG, if a partnership or joint venture or syndicate exists, which results in changing the control of MIG, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
3 January 2018
12. Permits and Licenses. MIG, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14, Default and Termination.
14,1 IfMIG fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to MIG.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to MIG. Upon termination of this Agreement, City will pay MIG any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. MIG must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. MIG may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. MIG may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 MIG must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. MIG must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 MIG must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. MIG must clearly identify all records and make them readily accessible to the City.
At the City's request, MIG must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 MIG must allow the City to have free access to MIG's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit MIG's records, and 4 January 2018
MIG agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by MIG, MIG agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by MIG or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by MIG or any subconsultant pursuant to this Agreement may be made available to any individual or organization by MIG without prior written approval by City.
19.2 At the City's request, MIG must furnish reports concerning the status of the Services.
20. Standard of Care. MIG agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members ofMIG's profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 IfMIG proposes to have any subconsultant perform any part of the Services, MIG must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.
21.2 MIG will be responsible for the quality of any subconsultant's work. Every subcontract or agreement of any kind entered into between MIG and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 10604 (CCS) entered into between the City of Santa Monica and MIG on ____ _
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and MIG agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate.
The parties agree that venue exists in either court, and each party expressly waives any 5 January 2018
right to transfer to another venue, The parties further agree that either court will have personal jurisdiction over the parties to this Agreement,
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A
Exhibit B
Exhibit C
Scope of Services
Budget
Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST,
~ J/utiut,µi/.iJ1L
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM,
LANE DILG
City Attorney
6 CITY OF SANTA MONICA,
a municipal corporation
C tyManager
MOORE IACOFANO GOLTSMAN, INC.
By,
Na
January 2018
'
6 Exhibit A
Scope of Services
The overall goal of the Plan update is to establish a framework for long-range guidance and planning of parks, open space, beach, and community recreation for the next 20 years.
MIG will provide consultation services to the City related to the PRMP update as follows,
TASK 1: Project Management and Coordination
• Project Initiation:
o 1 project kick-off meeting with City staff.
o Create project schedule.
o Gather list of internal contacts and stakeholders with City Staff. o Designate communication and review protocols with City staff. o Determine list of required documents with City staff to be provided. • Ongoing Project Management Measures:
o 5 in-person project management team meetings with City staff over the course of the project.
o 36 bi-weekly project management teleconferences with City staff for the duration of the project (assumed to be 18 months) with more frequent coordination at key project milestones.
o 18 monthly written progress reports.
TASK 2: Research and Analysis
• Community Demographics Analysis:
o Create a community profile and correlations to park and recreation demands by reviewing and summarizing demographics, survey responses from the city's Wellbeing Project, and the City's recreation reservations webpage.
• Park Inventory and Analysis Report:
o Spend one day touring park sites and unique opportunities with City staff followed by additional fieldwork without City staff to quantitatively assess and inventory Santa Monica's parks and recreational opportunities and facilities existing conditions with representative graphics produced for each park.
• Transportation and Connectivity Analysis Summary:
o Evaluate and review existing pedestrian, bike paths, routes/lanes, bus routes, light rail, and other mass transportation modes data, and produce maps highlighting connectivity and transportation access to existing parks. • Programs and Services Evaluation Report:
o Identify gaps and opportunities in programs and services citywide, and provide an updated inventory of current recreation programs offered by the city.
o Create a report analyzing existing recreational programming with accompanying graphics for each community facility.
• Per Capita Spending Analysis:
o Analyze current per capita spending investment for parks operations, maintenance, programming, staffing, administration, and capital improvements.
o Comparative analysis of Santa Monica's financial performance to other urban park agencies.
• Expansion Opportunities Analysis:
o Identify and inventory publicly and privately owned land suitable for acquisition and development for park purposes.
• Planning Document Summary:
o Analyze potential effect on or opportunity for parks, recreation, and cultural services (presenting graphically).
TASK 3: Community Engagement and Public Hearings
• Outreach Strategy and Communication Plan:
o Develop a detailed plan and schedule for public participation activities and project communications, including social media strategy and publication schedule.
• Community and Stakeholder Engagement:
o Conduct stakeholder interviews taking place over one entire day (at least 4 interviews) to identify issues and perceived needs.
o Conduct intercept surveys, popup outreach activities at a minimum of five park locations and at the beach, at least 6 different sessions each approximately two hours in length.
o Conduct online surveys and use Mapita tool to geo-tag responses. o Provide social media outreach.
o Design and facilitate a minimum of two (during the research and needs assessment phase) in-person community workshops with an online version that will continue for two weeks.
o Prepare an online comment form to facilitate community feedback of the Draft Plan.
o Produce a community and stakeholder interview summary. • Create Public Involvement Support Materials:
o Create outreach support materials, including content for the project webpage which the City is creating, a graphic banner or project identity for a unified look, a project hashtag and social media content, and collateral materials such as business cards.
o Develop a community workshop kit for City staff to conduct additional outreach without MIG, using stakeholder interview instrument, pop-up display boards, and workshop materials.
o Produce five interactive and graphic display boards for pop-ups. • City Council and Commissions and Boards Meetings:
o Attend five meetings with an Ad Hoc Committee of the Recreation and Parks Commission, providing status reports for distribution to the full Co1nmission.
o Attend three Recreation and Parks Commission meetings. o Attend two City Council meetings.
o Design and facilitate two staff focus groups.
TASK 4: Needs Assessment
• Comparative Analysis Summary:
o Conduct a comparative analysis of Santa Monica's parks, open space, and recreation system to learn from other cities and identify mettics, case studies, and practices that address issues and opportunities identified. • Needs Assessment Summary Report:
o Produce a needs assessment summary report to summarize needs and potential opportunities to meet those needs.
• Gap Analysis:
o Conduct a gap analysis to interpret public engagement results to determine what the community perceives as lacking or needed.
TASK 5: Conversion of Airpott to Park
• Airport Conversion Issues and Opportunities Analysis:
o Identify a framework of issues and opportunities for airport conversion following closure in 2028.
• Approaches to Urban Park Development Memo:
o Present approaches to urban public park development and case studies from other cities.
• Airport Conversion Report and Recommendations:
o Document the recommended framework for airport conversion, including timing of steps leading up to 2028, and a summary of options in a report.
TASK 6: Vision, Goals, and Objectives
• Vision, Goals, and Objectives Summary Memo:
o Develop a vision.
o Develop a set of goals.
o Establish specific objectives.
TASK 7: Recommendations
• Recommendations Summary Memo:
o Summarize the organizing principles of the Plan with key components. o Prepare preliminary recommendations applicable to the entire Santa Monica park system.
o Prepare recommended policy changes to meet needs, promote connectivity, and maximize assets in parks.
o Develop recommendations for each existing site and proposed sites, including a recommended program of activities (including graphic illustrations for 5 key sites or right-of-way conditions). o Develop recommendations for programs and services.
TASK 8: Implementation Strategy and Funding Sources
• Implementation Plan:
o Develop a strategy for phasing priorities and programs identified in the Plan.
• Constraints, Challenges, and Solutions Memo,
o Evaluate implementation challenges and financial con_straints, identifying potential solutions to each challenge to be provided in a memo format. • Funding Analysis and Recommendations:
o Prepare an analysis of funding options and make recommendations on potential funding sources.
• Capital and Operations Cost Model:
o Develop a cost model to summarize the costs to complete the recommendations, including planning costs of design, construction, operation, and maintenance of individual projects.
TASK 9: Administrative Draft Plan and Final Plan Adoption • Plan Outline and Document Format:
o Develop a detailed outline and prepare document format for review and approval.
• Administrative Draft:
o Prepare an Administrative Draft Plan for initial City staff review. o Revise the Administrative Draft Plan based upon the consolidated comments gathered by City staff.
• Draft Plan:
o Produce Draft Plan for public review.
o Participate in Commission and City Council hearings as needed for adoption of the Plan.
o Revise Draft Plan after comments are received from the public, boards and commissions, and City Council.
• Final Plan:
o Produce Final Parks and Recreation Master Plan.
Resources to be provided by City staff,
• Requested data and background information, including but not limited to:
o 1997 Open Space Element
o 2005 Civic Center Specific Plan (amended 2017)
o 2010 Land Use and Circulation Element (LUCE)
o 2011 Bike Action Plan
o 2013 Bergamont Area Plan
o 2016 Pedestrian Action Plan
o 2017 Downtown Community Plan
o Available ActiveNet data
• Create a project webpage on the City website
• Provide consolidated comments after deliverables are reviewed • Meeting logistics and refreshments
• Manage project contact list
Parks and Recreation Master Plan Update Expected Schedule, • Winter 2018
o Project kick-off
o Background analysis
o Community engagement for Needs Assessment
• Spring - Summer 2018
o Needs Assessment summary completed
• Summer 2018 - Winter 2019
o Draft Plan released for public review and input
o Initial study/mitigated Negative Declaration or negative Declaration (IS/MND or ND) released for 30-day public review
o Refine Draft Plan based on public comments
o Plan review by community, boards and commissions, and City Council adoption of Plan and the Is/MND or ND
ExhibitB
Budget
TI1e City agrees to Pay MIG for services performed in accordance to the following budget:
• Direct costs or project expenses are charged at cost, plus 10%. These may include:
o photocopying (large-quantity), plotting, and printing (black and white, color);
o communications including long-distance telephone (excluding cell phones), and facsimile;
o postage, courier, and other delivery costs; and
o All reasonable out-of-pocket expenses, including standard travel expenses and airfare in accordance with the guidelines set forth in the City of Santa Monica's Administrative Instructions IV-2-1, will be reimbursable and billed separately from the monthly rate.
• The mileage charge for personal autos will be the currently applicable mileage rate established by the Internal Revenue Service.
• All Services, including but not limited to, the direct costs, travel, and reimbursable expenses, shall not exceed the amount of Four Hundred Eighty Eight Thousand Seven Hundred and Six Dollars ($488,706) for the Agreement Term. • MIG will send monthly invoices including, if applicable, documentation to support any reimbursable expenses invoiced.
Exhibit C
Insurance Requirements and Verifications
MIG shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the MIG, its agents, representatives, employees or subcontractors.
Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering COL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability, Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the MIG has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #l).
If the MIG maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the MIG. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the COL policy with respect to liability arising out of work or operations performed by or on behalf of MIG including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the MIG's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL and Auto): For any claims related to this Agree/llent, the MIG's insurance shall be primary as respects the Ciry of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the MIG's insurance and shall not contribute with it. c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica,
d. Waiver of Subrogation (all policies): MIG hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said MIG may acquire against the City of Santa Monica by virtue of payment of any loss. MIG agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer, Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the MIG to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current AM. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Verification of Coverage
MIG shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All cerrificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the MIG's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If MIG, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the MIG resulting from said breach, Alternatively, the City of Santa Monica may purchase such coverage (bur has no special obligation to do so), and without further notice to the MIG, the City may deduct from sums due to the MIG any premium costs advanced by the City for such insurance.
Subcontractors
MIG shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers' Compensation insurance coverage is not required if the MIG does not have employees. The MIG must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.