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PW Boyd House Engineering Design ServicesAGREEMENT FOR PROFESSIONAL SERVICES WITH SANDIS FOR ENGINEERING DESIGN SERVICES This Agreement is made and entered into this 'fil day ofQ/LU/�ry , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and SANDIS, a California corporation (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional engineering design services are required in connection with the Boyd House, ADA Improvements; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. 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. Andrea Fortun, PE 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 February 13, 2017, 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 flat fee basis for services rendered as shown in Exhibit "A," with a total not -to - exceed amount of $9,500. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 4-3-LPMA TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on April 30, 2017 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 tenninate 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 tennination, 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 tennination. 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. 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 perfonnance 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 teen 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 perforans 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 rneet 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. Furthennore, 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 hannless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any clairn, 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 harnless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful 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 4 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 perfonnance 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 hannless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences fiom 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 terns and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pennitted 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 Andrea Fortun, PE SANDIS 636 91" Street Oakland, CA 94607 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 terrns and conditions of this Agreement, and the terns 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 tern, 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 tern, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfonnance, 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 tern, 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 terns and conditions of this Agreement, or arising out of the perfonnance 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 U5 J CHUTZ, City Manager ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: r� ROBERT F. EPSTEIN, CiPy Atto y CONSULTANT Name: Midlae� N\iVtr all Title::¢ G Ol�e Ph vi6 �o l and By: Name: Title: /- ftq L, Exhibl� A aWit UV9Y Is ""` S A N D I S -cIANM February 13, 2017 Project No. 616056 Bill Guerin, Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 T: 415.485.3110 E: BIII.Guerin@cllyofsonrafael.org RE: BOYO HOUSE ADA IMPROVEMENTS SAN RAFAEL, CA Dear Bill, Thank you for the opportunity to submit our proposal to provide engineering services for the above referenced project. Our proposal is based on recent email correspondence. We propose to provide the following scope of services: CONSTRUCTION DOCUMENTS $6,800 ♦ Prepare initial permit submittal including demolition plan, site grading and drainage plan, and civil construction details. Provide civil specifications. Site grading will include ADA path of travel along sidewalk up to the existing ADA ramp. Excludes on -structure design of ADA ramp. • Attend (2) design team coordination meetings. • Review and revise construction plans based on city comments. • Provide two (2) submittals for city review and permit approval. CONSTRUCTION ADMINISTRATION • Attend one (1) pre -construction meeting. • Review and respond to RFIs. • Review and respond to material submittals. • Attend one (1) civil punch. SCOPE OF WORK ASSUMPTIONS • It Is assumed that a boundary, topographic and utility survey in AutoCAD format with the information and accuracy necessary for the preparation of construction documents will be provided by the owner/client. $3,000 • It is assumed that the following will be designed and detailed by other consultants: site lighting, telecom, electric, gas, retaining walls, irrigation design, landscape, and design for subdrains or for drainage in areas below, Inside or an top of any existing or proposed structures. • A finalized site plan In AutoCAD format will be provided to us prior to commencement of each phase of our design. .s Oakland,.i 0: SILIC(7N'1/AL EY TRI- 7 !IT CE VRA SACRAMENTO EAST BAY/SF NUMVITONS (a S A N D I S , ii.'A".L N February 13, 2017 Project No. 616056 Bill Guerin City of San Rafael Page 2 ♦ We assume that our plans will be constructed in accordance with industry standards, utilizing a licensed land surveyor for construction layout and staking. • Our utility plans will provide for lines to within 5 (five) feet of the existing and/or proposed structure(s) and we will coordinate the points of connection with the mechanical consultant. • We assume all project coordination meetings will be held In the San Francisco Bay area or can be handled via teleconference. Should travel outside the San Francisco Bay area be required each meeting will be billed as a time and materials and may include travel lime, airfare, ground transportation, hotel and per diem. ♦ The scope of work does not include the design of any offsite improvements for utilities or street work. • Our work will be performed using AutoCAD Version 2015, MS Word 2013, MS Excel 2013, and Adobe Acrobat Vii. ♦ The above services will be provided under the assumption that boundary corners or other suitable horizontal control has been established for this project and is available for our use. ♦ The cost of utility research and maps from utility companies such as PG&E, AT&T, Comcast, EBMUD, etc. will be charged at cost to the client. Recent experience indicates that a typical project will require between $500 and $1,000 for copies of utility block maps. • Pursuant to the Professional Land Surveyors Act (B&P Code 8762), if a material discrepancy is found between the public record and measured dimensions, if a retracement is made of one or more points or lines not shown on any subdivision map, official map or record of survey, or if new monuments are established, a Record of Survey must be filed with the County Surveyor's Office. If required, this work will be performed under separate agreement. TERMS AND CONDITIONS ♦ This proposal and the master services agreement provided by the City of San Rafael will become our contract for services upon execution. ♦ Our services will be provided in a manner consistent with the degree and skill ordinarily exercised by a member of the civil engineering and survey profession practicing in the State of California. • All reports, plans, specifications, field data, notes and other documents (either electronic or hardcopy) prepared by our office as Instruments of service shall remain the property of SANDIS. • The client acknowledges the instruments of service of SANDIS shall become the property of the client when the documents are complete and when compensation for services is paid in full. The client Is prohibited from making any alterations to the instruments of service without the written consent of SANDIS. ♦ Neither SANDIS nor the client shall be liable to the other for consequential damages incurred due to the fault of the other party, regardless of the nature of this fault or whether it was committed by the client, SANDIS, their employees, agents, subconsultanls or vendors. 6.'.6 9-1 Street I Oakland, CA 94607 1 P. 510.873 8886 wovr,snndis_not S A N D I S �111NN! Ills"""' February 13, 2017 Project No. 616056 Bill Guerin City of San Rafael Page 3 ♦ The scope of work included in the proposal is limited to the specific scope Included and specified only. Any exclusions listed are for clarity only and do not represent a complete list of exclusions to the scope. Any additional scope proposed or done other than that listed in the proposal as included shall be done as an additional service. • Agency review and permit fees will not be paid by SANDIS and are not Included in this proposal. • We assume that this project will be designed in three (3) phases. Should our work on this project be delayed or put on hold for a period of thirty (30) days or more, we reserve the option to negotiate a start-up fee. ♦ This proposal is firm for thirty (30) days from the date of this letter. • SANDIS at its sole discretion may utilize one or both of Its subsidiaries (BSI and CTS) to perform the services presented in this proposal. Bryant Survey Inc. (BSI) to perform structural surveys and as-builts as specified in the 'AISC 3003-10 Code of Standard Practice for Steel Buildings and Bridges." CTS Inc. to perform BIM, scanning and other 3D related services. Invoices by the subsidiaries will be rolled up and included with SANDIS Invoices. Our services will be provided for the amounts listed above and will be performed under the master services agreement provided by the City of San Rafael. Should a master services agreement not be provided, SANDIS will provide the provisions of the agreement for professional surveying and engineering services. Pursuant to state law, no work can proceed on this project without written acceptance. Please return one signed copy of this proposal and one signed copy of the master services agreement to our Oakland office as our authorization to proceed. Regards, SANDIS Approved CITY OF SAN RAFAEL Andrea Fortun, PE By: Project Manager Title: Date: CC: Ron Sanzo, Associate Principal 636 9'" Stmel I Oakland. CA 94607 1 P. 510 873.6866 1 .w,w sandis.net 91 d. . a . i tui y : '4 +i t �iM � I�• — - 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: Department of Public Works Project Manager: Cindy Ray Extension: x5326 Project Name: Boyd House — ADA Compliance Contractor Name: Sandis Contractor's Contact: Andrea Fortun Contact's Email: afortun@sandis.net ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 2/17/2007 N CR b. Email contract (in Word) & attachments to City 2/17/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 2/17/2017 N LAG and return to Project Manager b. Confirm insurance requirements, create Job on 2/17/2017 N LAG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to ❑ CR contractor for their signature 4 Project Manager When necessary, * contractor-siened agreement N N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ CR Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City ❑ CR Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, 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 4-3—