Professional Services Agreement 8
(a) “The City of Sonoma, its employees, officers, officials, agents, volunteers and contractors are hereby added as additional insureds, as respects work done by, for or on behalf of the named insured.”
(b) “This policy shall be considered primary insurance as respects any other valid and collectible insurance or coverage the City may possess, including any self-insured retention or insurance pooling arrangement the City may have, and any other insurance the City does possess shall be considered excess insurance only and shall not contribute with it.”
(c) “This insurance shall act for each insured and additional insured as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company.” (6) Consultant agrees to have and maintain for the duration of the contract an Errors and Omissions Liability insurance policy insuring him/her and his/her staff to an amount not less than One Million Dollars ($1,000,000.00) per occurrence. (7) Consultant shall provide to the City all certificates of insurance with original endorsements affecting coverage required by this paragraph. Certificates of such insurance and endorsements in a form acceptable to the City shall be filed with the City on or before commencement of performance of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.
B. General Liability.
(1) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. (2) Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
C. All Coverages. Each insurance policy required in this item shall provide that coverage shall not be canceled, except after 30 days’ prior written notice by certified mail, return receipt requested, has been given to the City. Current certification of such insurance shall be kept on file with the City Secretary at all times during the term of this Agreement.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a Best’s rating of no less than A:VII.
E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
18. Assignment Prohibited. Neither the City nor Consultant may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation hereunder shall be void and of no effect.
Agenda Item #6.1:
Professional Services Agreement 9
19. Termination of Agreement.
A. This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by the City to the Consultant upon 5 days’ written notice.
B. If Consultant fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise violates any of the terms of this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice. In such event, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the Agreement as the services satisfactorily rendered hereunder by the Consultant bear to the total services otherwise required to be performed for such total fee; provided, however, that the City shall deduct from such amount the amount of damages, if any, sustained by City by virtue of the breach of the Agreement by the Consultant.
C. In the event this Agreement is terminated by the City without cause, Consultant shall be entitled to any compensation owing to it hereunder up to the time of such termination, it being understood that any payments are full compensation of services rendered prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant shall turn over to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by the Consultant or its subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this Agreement. Such materials shall become the permanent property of the City. Consultant, however, shall not be liable for the City’s use of incomplete materials nor for the City’s use of complete documents if used for other than the project contemplated by this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the services contemplated herein, wholly or in part, for such period as it deems necessary due to unfavorable conditions or to the failure on the part of the Consultant to perform any provision of this Agreement. Consultant will be paid for satisfactory services performed prior to the date of suspension. During the period of suspension, Consultant shall not receive any payment for services or expenses incurred by Consultant by reason of such suspension.
21. Merger; Amendment. This Agreement constitutes the complete and exclusive statement of the Agreement between City and Consultant and shall supersede all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument, signed by both the City and Consultant. All provisions of this Agreement are expressly made conditions.
22. Interpretation. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.
Agenda Item #6.1:
Professional Services Agreement 10
23. Litigation Costs. If either party becomes involved in litigation arising out of this Agreement or the performance thereof, the court in such litigation shall award reasonable costs and expenses, including attorneys’ fees, to the prevailing party. In awarding attorneys’ fees, the court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement. However, the City recognizes that Consultant’s performance must be governed by sound professional practices.
25. Written Notification. Any notice, demand, request, consent, approval, or communications that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc. shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Sonoma
Planning and Community Services Director
No. 1 The Plaza
Sonoma, CA 95476
If to Consultant: Page and Turnbull
170 Maiden Lane, 5th Floor
San Francisco, CA 94108
27. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement.
B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
Agenda Item #6.1:
Professional Services Agreement 11
D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.
28. Agreement Binding. The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties.
29. Equal Employment Opportunity. Consultant is an equal opportunity employer and agrees to comply with all applicable state and federal regulations governing equal employment opportunity. Consultant will not discriminate against any employee or applicant for employment because of race, age, sex, creed, color, sexual orientation, marital status or national origin. Consultant will take affirmative action to ensure that applicants are treated during such employment without regard to race, age, sex, creed, color, sexual orientation, marital status or national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant further agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
30. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other consultants to provide, services that are the same or similar to the services described in this Agreement.
31. City Not Obligated to Third Parties. The City shall not be obligated or liable for payment hereunder to any party other than Consultant.
32. Remedies/Waiver. No failure on the part of either party to exercise any term, covenant, condition, right, or remedy hereunder shall operate as a waiver of any other term, covenant, condition, right, or remedy that party may have hereunder. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative. As a condition precedent to commencing legal action involving a claim or dispute against the City arising from this Agreement, the Consultant must present a written claim to City in accordance with the Sonoma Municipal Code.
33. Exhibits. The following exhibits are attached to this Agreement and incorporated herein by this reference:
A. Exhibit A: Scope of Services
34. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Agenda Item #6.1:
Professional Services Agreement 12
35. News Releases/Interviews. All Consultant and subconsultant news releases, media interviews, testimony at hearings, and public comment shall be prohibited unless expressly authorized by the City.
36. Applicable Law; Venue. This Agreement shall be construed and interpreted according to California law. In the event that suit shall be brought by either party hereunder, the parties agree that a trial of such action shall be held exclusively in a state court in the County of Sonoma, California.
37. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
38. Statement of Economic Interest. If City determines Consultant comes within the definition of Consultant under the Political Reform Act (Government Code § 87100), Consultant shall complete and file and shall require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” with the Clerk of the City of Sonoma disclosing Consultant and/or such other person’s financial interests.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date first above written.
CITY OF SONOMA
By:
Sue Casey, Interim City Manager
CONSULTANT
By:
Title
Federal Tax Identification Number or
Social Security Number
FOR CITY USE ONLY
Account No.
Project Manager
Agenda Item #6.1:
170 MAIDEN LANE, 5TH FLOOR SAN FRANCISCO, CALIFORNIA 94108 TEL 415-362-5154 Imagining change in historic environments through
design, research, and technology
ADDITIONAL SERVICES PROPOSAL
DATE July 18, 2022 PROJECT NUMBER. 21094.3
TO Kristina Tierney, Associate Planner PROJECT Sonoma Parklet Program Historic Preservation
Consultation
OF City of Sonoma
No. 1, The Plaza
Sonoma, CA 95476
(707) 933-2202
[email protected]
FROM Stacy Kozakavich,
Page & Turnbull
CC Ruth Todd, Page & Turnbull VIA Email
Page & Turnbull has prepared this Additional Services Proposal at the request of the City of Sonoma (City) for historic preservation consultation regarding the City’s development of local regulations for the establishment of permanent “parklets” in downtown Sonoma. We understand that the City would like to ensure that any parklet regulations are consistent with the City’s Downtown Sonoma Historic Preservation Design Guidelines (Design Guidelines), prepared by Page & Turnbull in 2017, and compatible with the character of the Sonoma Plaza National Historic Landmark and Sonoma Plaza National Register Historic District. To assist the City, Page & Turnbull will undertake the following tasks:
• Design Guidelines Review Memorandum: Page & Turnbull will review the Design Guidelines to identify characteristics and guidelines relevant to the development of permanent outdoor seating features located in public rights-of-way within the Downtown Planning District. We will prepare a memorandum summarizing our findings and identifying areas for potential preservation-related design topics that are not addressed in the Design Guidelines. • Code Consultation: Page & Turnbull will review draft regulatory language developed by the City for establishment of parklets, and will provide feedback and recommendations regarding historic preservation issues in the Downtown Planning Area. This scope assumes up to 12 hours of consultation, conducted by e-mail and conference calls. • Meetings: Page & Turnbull will participate in three meetings: a kickoff meeting with City staff and two public meetings. This scope assumes that public meetings will be held in person, and includes travel time to Sonoma.
Agenda Item #6.1:
Sonoma Parklet Program – Historic Preservation Consultation [21094.3]
PAGE & TURNBULL LOS ANGELES SACRAMENTO SAN FRANCISCO SAN JOSE Deliverables
Page & Turnbull will provide:
• One (1) electronic copy of the Draft Design Guidelines Review Memorandum to the City of Sonoma.
• One (1) electronic copy of the Final Design Guidelines Review Memorandum to the City of Sonoma.
After submitting the Draft Design Guidelines Review Memorandum to the City of Sonoma. we will respond to one set of written comments from the City. After the receipt of the City’s comments, we will publish the Final Design Guidelines Review Memorandum to the City of Sonoma.
Compensation
Compensation for Page & Turnbull to perform the tasks described above will be billed on a percentage of completion basis for a fee of $10,000.00. These tasks are subject to the terms and conditions of the Professional Services Agreement dated October 12, 2021.
Additional Services
Additional services not described above will be authorized by the City in advance of performance by Page & Turnbull and will be billed on a time and materials basis in accordance with the attached Professional Fee Schedule.
Preliminary Schedule
We anticipate initiating services on this agreement within two (2) to three (3) weeks of receipt of a signed agreement. We anticipate delivering the Draft Design Guidelines Review Memorandum to the City within four (4) additional weeks. Revisions to the memorandum and submission of the Final Design Guidelines Review Memorandum will be completed within two (2) weeks of receipt of written comments from the Client. Code Consultation will be performed on an as-needed basis at the City’s initiation. This schedule may be adjusted in consultation with the Client, and is subject to change based upon availability of project materials, access to archives and research material, staff availability, holidays, and other factors.
Agenda Item #6.1:
Sonoma Parklet Program – Historic Preservation Consultation [21094.3]
PAGE & TURNBULL LOS ANGELES SACRAMENTO SAN FRANCISCO SAN JOSE This Agreement will be effective when it has been digitally signed (via DocuSign) and delivered to the offices of Page & Turnbull.
PAGE & TURNBULL
Signature __________________________________________________ Date __________________________ Print Name _________________________________________________ ACCEPTED BY THE CLIENT:
Signature __________________________________________________ Date __________________________ Print Name _________________________________________________ Agenda Item #6.1:
Sonoma Parklet Program – Historic Preservation Consultation [21094.3] Professional Fees – Page 1 of 1
PAGE & TURNBULL LOS ANGELES SACRAMENTO SAN FRANCISCO SAN JOSE
PROFESSIONAL FEES
Staff Hourly Rates
Founding Principal $295.00 to $380.00 per hour
Principals $245.00 to $285.00 per hour
Associate Principals $160.00 to $225.00 per hour
Senior Associates $135.00 to $185.00 per hour
Associates $135.00 to $150.00 per hour
Architects $135.00 to $200.00 per hour
Designers, Conservators & Planners $95.00 to $165.00 per hour Architectural Historians $95.00 to $160.00 per hour
Administrative Personnel $85.00 to $160.00 per hour
Architectural Assistants $85.00 to $100.00 per hour
Reimbursables
Reimbursable expenses shall include the following:
• Cost of printing or duplication of drawings, specifications, reports, and cost estimates. • Tolls, parking fees, and local travel charged in accordance with IRS code. • Long distance telephone service and facsimile charges. • Cost of models, special renderings, photography, special printing of publications, maps, and other supplies required for the project.
• Postage and delivery charges.
• Fees for local licenses and permits required to perform professional services. • Travel, lodging, subsistence, and out-of-pocket expenses for authorized travel in connection with contract services.
Agenda Item #6.1: