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PW City Hall Switchgear Replacement ProjectAGREEMENT FOR PROFESSIONAL SERVICES WITH ME ENGINEERS, INC. FOR ENGINEERING DESIGN SERVICES This Agreement is made and entered into this /7N day of 1-11tecc uce" , 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ME ENGINEERS; INC. (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional engineering design services are required in connection with the City Hall Switchgear Replacement Project; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Anjali Wale is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide the services described in Consultant's Proposal dated December 20, 2016, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered in accordance with the rates shown in Exhibit "A" (Section 5 "Fee Proposal"), in an amount not to exceed $60,000. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on January 17, 2018 when the work shall have been completed, unless the parties agree to extend this Agreement for another 90 days, as approved in writing by City Manager. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. OWNERSHIP OF DOCUMENTS. A. Upon completion of all work under this Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this Agreement will automatically be vested in the CITY; and no further agreement will be necessary to transfer ownership to the CITY. CONSULTANT shall furnish to CITY all necessary copies of data needed to complete the review and approval process. B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the project described in Exhibit A. C. CONSULTANT shall not be liable for claims, liabilities, or losses arising out of, or connected with the modification or misuse by CITY of, the machine-readable information and data provided by CONSULTANT under this Agreement; further, CONSULTANT shall not be liable for claims, liabilities, or losses arising out of, or connected with any use by CITY of the project documentation on other projects in addition to the project that is described in Exhibit "A," or for the completion of the project described in Exhibit A by others, except only such use as may be authorized in writing by CONSULTANT. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willfizl misconduct of CONSULTANT in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Anjali Wale ME Engineers, Inc. 755 Sansome Street, Suite 350 San Francisco, CA 94111 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL 4SCTZ,City Mana er ATTEST: �s 4.'e -C—e . oe-v e' ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: - 1 -- ROBERT F. EPSTE : , City ttorn 7 CONSULTANT By: Name: /�i'X"'W / Title: �& M Al) A-11 By: c[[,,,, Name: Shone- za rQff:: Title: n F5 0 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Stephanie Gindlesperger Extension: 3454 Contractor Name: ME Engineers Contractor's Contact: Anjali Wale Contact's Email: Anjali.wale@me-engineers.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT Date of Council approval DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 12/23/2016 ® SG 5 Project Manager Forward signed original agreements to City 12/23/2016 ® SG b. Email contract (in Word) & attachments to City ® SG 6 City Attorney Atty c/o Laraine.Gittens@cityofsanrafael.org 1/16/17 Q �� 2 City Attorney a. Review, revise, and comment on draft agreement 1/5/2017 ® LAG 7 City Attorney and return to Project Manager 1/5/2017 ® LAG b. Confirm insurance requirements, create Job on 8 City Manager/ Mayor PINS, send PINS insurance notice to contractor 3 Project Manager Forward at least two originals of final agreement to 1/6/2017 ® SG contractor for their signature 4 Project Manager When necessary, * contractor -sinned agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ® SG Public Works Contract > $125,000 1/17/2017 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 1/12/2017 ® SG Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 1/16/17 Q �� agreement 7 City Attorney Review and approve insurance in PINS and , and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager me December 20, 2016 engineers Stephanie Gindlesperger, P.E. Associate Civil Engineer City of San Rafael, Dept. of Public Works RE: City of San Rafael Electrical Engineering Proposal Dear Stephanie, ME Engineers, Inc. 755 Sansome St. Ste 350 San Francisca CA 94111 Office. 415 878 6728 me-engineers.com We are pleased to submit this proposal to you for performing electrical engineering services to upgrade electrical service to the city hall of San Rafael. We propose the following services for your consideration: GENERAL SCOPE AND DESCRIPTION A. The project is for the Electrical design for the City Hall of San Rafael located at 1400 Fifth Avenue in San Rafael, CA. This proposal is based on our discussions and the RFP documents received on 10/28/2016 B. Scope shall include Electrical engineering work as identified in the RFP document including: 1. Electrical Service Upgrade design 2. Load Calculations to support electrical service upgrade 3. Analysis of existing and new loads 4. Provide drawings for electrical service design as outlined in the Scope of Work Document section of RFP dated 10/28/2016 5. Work with other disciplines to coordinate utility connections Electrical SCOPE OF WORK A. Design scope will include design of Electrical service as follows: 1. Survey and evaluation of existing electrical systems. Scope anticipates that existing main electrical switchgear needs replacement. It does not include replacement of panelboard(s) and transformer(s) that are located within the building. 2. Assessment of city's electrical needs — current and future. 3. Work with the city to gather information about the city's future electrical needs, analyze existing usage data and provide load calculations for equipment sizing. 4. Provide load calculations to support PG&E application 5. Support for demolition and removal of existing systems that are to be removed. Ms. Stephanie Gindlesperger December 20, 2016 Page 2 of 7 III. PRIMARY PHASES OF WORK A. Proiect Management & Coordination 1. Provide project management and quality control coordination. 2. Meet with the City to discuss the project and present design options, review alternatives. 3. Provide weekly schedule updates to the City. B. Preliminary Desiqn Phase 1. Coordinate with the city to obtain existing documents and coordinate work with ongoing solar project. 2. Perform site visits to determine existing conditions and provide suitable locations for new equipment. 3. Perform load calculations to assess capacity of new switchboard 4. Provide design options for placement of switchboard and transformer. 5. Develop a plan to dispose the existing switchgear. 6. Provide three possible site layouts for electrical infrastructure upgrades 7. Work with Estimator on cost of each site layout C. PG&E Coordination 1. Work with other consultants to assist in finalizing PG&E Application for new service. 2. Assist with anything related to PG&E as requested by the City during all phases of work. D. Desiqn — 35%, 65%, 95% and PG&E Submittal package 1. Plans and specifications will be finalized during this phase for the competitive bidding of the Electrical systems. The plans will be computerized using AutoCAD. The specifications will be in standard CSI format for inclusion in a project manual. 2. ME Engineer's personnel will attend meetings with the design team during this phase to support to the project. 3. Present and review plans and specifications at intermediate completion levels (35%, 65%, and 95%) with team to verify City's required criteria, details and systems are in compliance. 4. Provide final bid documents 5. Review contractor's budget estimates. E. Bid Phase Support 1. Attend pre-bid meeting 2. Respond to questions from contractor/bidders during bid phase. F. Construction Phase Support 1. Provide RFI Responses. m le engineers Ms. Stephanie Gindlesperger December 20, 2016 Page 3 of 7 2. Provide modifications or revisions that are related to the original project scope 3. Review of shop drawings, manufacturer's submitted data, and samples furnished by the contractor to ensure compliance with agreed upon specifications. 4. Assist design team with interpretation of the construction documents as requested by the Client to resolve construction and interference conflicts. 5. Conduct site visits (up to 3 ) during this phase to observe and report on general compliance with the engineering design documents. 6. Scope assumes periodic visits at major milestones or for specific coordination purposes only. General weekly site visits are not included in this scope. 7. Perform a final observation and prepare a checklist of deficiencies or omissions observed. 8. Review of warranties and related documents required by the Contract Documents and assembled by the contractor. IV. EXCLUSIONS A. The following services are excluded or subject to an additional fee: 1. Electrical modifications beyond those outlined in the RFP. 2. Fire Protection Design (to be Design -Build if required) 3. Fire Alarm Upgrades (to be Design -Build if required) 4. Addition/Upgrade of Building Automation System. Existing will remain as is. 5. Preparation of documents for multiple bid packages or accommodate bid alternates. 6. LEED® Consulting Services 7. LEED® Documentation or support. 8. The use of BIM, Revit or other 3-D software to generate contract documents. 9. Participation in Value Engineering meetings and/or redesigns after construction document phase has begun. 10. Computerized analysis of building operations to compare system types and/or projected energy costs. 11. Full documentation of existing conditions beyond that necessary to enable our design activities. 12. Due diligence reports for existing MEP systems. 13. Energy modeling. 14. Site utilities design beyond 5'-0" of the building. 15. Analysis or design of acoustical work. 16. Specialty and feature lighting design and digital renderings. 17. Humidification system design. 18. Low Voltage Systems Raceway Design 19. Design of the following Technology Systems are to be provided by Owner or not required on this project and are excluded from this proposal. a. Telephone System including call manager, voice messaging, and telephone sets. Telecommunication backbone and horizontal cabling is included in our proposal will be designed as part of tenant finish work. b. Converged Data Network and Wireless (Wi-Fi) including switches, routers, firewalls, wireless access points, and controls. Data backbone and horizontal cabling is included in our proposal will be designed as part of tenant finish work. c. Paging System including speakers and intercoms. d. Distributed Television System including backbone and horizontal cabling, amplifiers, and head -end system. e. Specialty AV systems including AV switchers, conferencing facilities, video walls, projectors, video/tv displays, etc. Additional discussion required to define scope of work. m le engineers Ms. Stephanie Gindlesperger December 20, 2016 Page 4 of 7 f. Video Displays and Televisions. g. Computers and Office Equipment including servers, data storage, computers, televisions or video displays, faxes, copy machines, and printers, etc. 20. Attendance at weekly project meetings during construction phase. 21. Load readings on existing electrical systems. 22. Analysis associated with local utility demand side management, thermal storage, or other rebate programs feasibility. 23. Using CAD standards or layering strategy other than ME Engineers, Inc. in-house standards. V. FEE PROPOSAL Overall Maximum not to exceed $ 60,000 Fee Electrical Fee Breakdown — $35,000 Project Management 5,250 PG&E Coordination 3,500 Preliminary Design Phase Design (35%, 65%, 95%) Bid Phase Support Construction Phase Support Total 35,000 Civil Fee Breakdown — $25,000 Preliminary Design Phase Design (35%, 65%, 95%) Bid Phase Support Construction Phase Support Total 25,000 VI. FEE CONDITIONS A. Additional Services For any additional services not included above, a lump sum fee will be negotiated or we will be compensated on a time basis at our prevailing hourly rate schedule. B. Reimbursables Reimbursable expenses will be billed monthly at cost plus 10% for the following: mileage costs for local travel to the site or local travel to meetings; messenger service; express mail; printing costs (except for the normal exchange of drawings during design). We estimate a reimbursable budget of $1,000 will be required. C. Schedule and Continuity Fees are based on the assumption that the project will run without interruption and is scheduled for design completion on or before December, 2016. If there are extended delays beyond our control, we would expect to negotiate with you an equitable m le engineers Ms. Stephanie Gindlesperger December 20, 2016 Page 5 of 7 adjustment of our compensation. VII. TERMS AND CONDITIONS (See EXHIBIT "A") City of San Rafael will execute an AIA standard contract with ME Engineers, Inc., upon acceptance of this proposal. This proposal will be an appendix to the contract, and we must receive a signed copy of this proposal prior to performing substantial work. If acceptable, please sign below and initial where indicated on the attached Terms and Conditions, and return a copy to ME Engineers for our records. We are looking forward to working with you on this project. Sincerely, ME ENGINEERS, INC. San Francisco Office 1�a.P,.• P. wI4 Anjali P. Wale, P.E. Senior Project Manager Approved and accepted this day of 12016. City of San Rafael By: mle engineers Title: _ me I engineers ME ENGINEERS, INC. HOURLY RATE SCHEDULE — 2016 SAN FRANCISCO OFFICE Principal $230/hr Sr. Associate $205/hr Associate $190/hr Senior Project Manager $175/hr Project Manager $160/hr Project Engineer $145/hr Designer $130/hr CAD Operator $115/hr Administrative Staff $100/hr ME Engineers, Inc. 755 Sansome St. Ste 350 San Francisca CA 94111 Office. 415 878 6728 me-engineers.com EXHIBIT A - ME ENGINEERS' TERMS AND CONDITIONS The following Terms and Conditions and the initials required below are a part of this Agreement. ME Engineers, Inc. shall perform the services outlined in this agreement for the stated fee arrangement Access To Site: Unless otherwise stated, ME Engineers will have access to the site for activities necessary for the performance of the services. ME Engineers will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. Dispute Resolution: Any claims or disputes made during design, construction or post -construction between the Client and ME Engineers shall be submitted to non- binding mediation. Client and ME Engineers agree to include a similar mediation agreement with all contractors, subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between all parties. Billing/Payments: Invoices for ME Engineer's services shall be submitted, at ME Engineer's option, either upon completion of such services or on a monthly basis. Invoices shall be payable within 10 days after the client receives payment. If the invoice is not paid within 60 days, ME Engineers may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. Late Payments: Accounts unpaid 60 days after the invoice date may be subject to a monthly service charge of 1.5% (or the legal rate) on the then unpaid balance. In the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attorney's fees. Indemnification: The Client shall, to the fullest extent permitted by law, indemnify and hold harmless ME Engineers, his or her officers, directors, employees, agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of or in anyway connected with the performance by any of the parties above named of the services under this agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of ME Engineers. Certifications: Guarantees and Warranties: ME Engineers shall not be required to execute any document that would result in its certifying, guaranteeing or warranting the existence of conditions whose existence ME Engineers cannot ascertain. Limitation of Liability: In recognition of the relative risks, rewards and benefits of the project to both the Client and ME Engineers, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, ME Engineer's total liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause or causes, shall not exceed $150,000. Such causes include, but are not limited to, ME Engineer's negligence, errors, omissions, strict liability, breach of contract or breach of warranty. Initial here: AW (ME Engineers, Inc.)(City of San Rafael). Verification of Existing Conditions Clause: Inasmuch as the remodeling and/or rehabilitation of an existing building requires that certain assumptions be made regarding existing conditions, and because some of these assumptions may not be verifiable without expending additional sums of money or destroying otherwise adequate or serviceable portions of the building, (the Client) agrees that, except for the sole negligence on the part of ME Engineers, Inc., (the Client) agrees to indemnify and hold ME Engineers, Inc. harmless from any claims, liability or cost (including the costs of defense) arising or allegedly arising out of the professional services provided under this agreement. Termination of Services: This agreement may be terminated by the Client or ME Engineers should the other fail to perform its obligations hereunder. In the event of termination, the Client shall pay ME Engineers for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. Ownership of Documents: All documents produced by ME Engineers under this agreement shall remain the property of ME Engineers and may not be used by the Client for any other endeavor without the written consent of ME Engineers. m l engineers