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PW Environmental Testing Services; Essential FacilitiesAGREEMENT FOR PROFESSIONAL SERVICES WITH EBA ENGINEERING FOR ENVIRONMENTAL TESTING SERVICES This Agreement is made and entered into this !H*-- day of G�cc�sc.s�- , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and EBA ENGINEERING, a California corporation (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional environmental testing services are required in connection with the construction of new San Rafael Fire Station #52 and San Rafael Fire Station #57; 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. David Noren is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of thus 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 as follows: On an as -needed basis, CONSULTANT shall provide environmental services, including, but not limited to, soil sampling, analytical testing, regulatory agency liaison, project documentation and other services as requested by CITY for San Rafael Fire Station #52, 210 Third Street, San Rafael, CA 94901 and San Rafael Fire Station #57, 3530 Civic Center Drive, San Rafael, CA 94903. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall cooperate with CONSULTANT as necessary for performance of the CONSULTANT's duties hereunder. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis at the rates specified in the "Standard Schedule of Fees q_!7_L,L,1 x \I--2 and Rates" attached to CONSULTANT'S proposal letter dated July 11, 2017, attached hereto as Exhibit A and incorporated herein by reference; provided that the total compensation payable to CONSULTANT for services rendered hereunder shall not exceed $7,500.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The tern of this Agreement shall commence upon the date of execution of this Agreement and shall end on June 30, 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. G'� 11:1:7u11�/.11y1910 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 temlination, 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 perfornlance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after tennination. OWNERSIITP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the perfonnance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 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 nninhnum 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, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR'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 and worker's compensation 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 and worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 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 mninimum 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 hi nits 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 pennitted 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 linnited 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 indennnification 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 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 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, wider the terns and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pernlitted 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: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 TO CONSULTANT's Project Director: David Noren EBA Engineering 825 Sonoma Ave Santa Rosa, CA 95404 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 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 wider this Agreement, any monies which CONSULTANT owes CITY wider 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, 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 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 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 1 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 wider 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 WBEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN ItAFAEL JIM "Z, Ci Man ger ATTEST: ESTBER C. BEIRNE, City Clerk APPROVED AS TO FORM: I L 6"ttonmie� ROBERT F. EPSTEIN, CONSULTANT By:s��%�� Name:_ / !-�''�G•_.!�! Title: and By: Name: *1' 2 Title: Cr�r EY, I� EL' ENGINEERING July 11, 2017 Mr. Hank Dagenais, Project Manager Kitchell CEM 2450 Venture Oaks Way, Suite 500 Sacramento, California 95833 SUBJECT: COST ESTIMATE FOR ENVIRONMENTAL SERVICES SAN RAFAEL FIRE STATIONS NO. 52 & NO. 67 SAN RAFAEL, CALIFORNIA EBA Project No. 17-2494 (6) Dear Mr. Dagenais: Pursuant to your request the following presents a cost estimate for as -needed environmental services at the San Rafael Fire Station No. 52 and No. 57 located in San Rafael, California. The environmental services will be provided to the facilitate construction and redevelopment activities at the project sites. The following presents a scope of work and a not -to -exceed cost for the projects. SCOPE OF WORK It is our understanding that the City of San Rafael is moving forward with construction and redevelopment activities at the project sites. It is further our understanding that the work will include excavation and disposal or reuse of excavated soil from the properties. Our services will be provided on an as -needed basis and include a range of environmental services to include but be limited to soil sampling, analytical testing, regulatory agency liaison, project documentation and other services as needed. COST ESTIMATE Environmental services will be provided on a time and materials basis in accordance with the attached Rate Schedule. It is our understanding that the work at the project site is subject to Prevailing Wage provisions and requirements. Cost for the services will not exceed $7,500 with express written consent from the Client. 825 Sonoma Avenue, Suite C • Santa Rosa, California 95404 (707)544-0784 0 FAX (707)544-0866 0 www.ebagroup.com CONCLUSIONS Thank you for allowing EBA this opportunity to perform environmental services for you. Should you have any questions or comments regarding this cost estimate, please contact EBA at (707) 544-0784. Sincerely, EBA ENGINEERING a � David Noren, Manager Environmental Services Attachment: Rate Schedule O� t�A ill IMEfRlNfi 4,,E1qBA> INEERING STANDARD SCHEDULE OF FEES AND RATES Principal Geologist/Principal Engineer ........................................... $200.00 per hour Project Manager............................................................................. $150.00 - $190.00 per hour Senior Geologist/Senior Engineer .................................................. $145.00 - $190.00 per hour Senior Project Geologist/Senior Project Engineer .......................... $135.00 - $165.00 per hour Project GeologistlProject Engineer ................................................. $125.00 - $155.00 per hour Staff Geologist/Staff Engineer........................................................ $110.00 - $135.00 per hour Survey: 3 Man Crew....................................................................... $275.00 per hour Survey: 2 Man Crew....................................................................... $240.00 per hour Survey Travel: 2 Man Crew............................................................ $200.00 per hour Survey: 1 Man Crew....................................................................... $165.00 per hour Senior Survey Technician.............................................................. $110.00 - $125.00 per hour Senior Environmental Scientist/Specialist...................................... $110.00 - $145.00 per hour Environmental Scientist/Specialist.................................................. $ 75.00 - $115.00 per hour Design Draftsperson...................................................................... $110.00 - $130.00 per hour Clerical........................................................................................... $ 60.00 per hour Administrative................................................................:............... $ 65.00 per hour Systems Manager.......................................................................... $ 70.00 per hour Depositions or court proceedings................................................... 200% of usual rates Subconsultants.............................................................................. Cost plus 15% Prints and materials....................................................................... Cost plus 15% Miscellaneous expenses................................................................ Cost plus 15% Prevailing wage rates may be adjusted based on D/R wage determinations. January 2017 4lrmtterATettpletes R Forms4&1es%Rsles 2017-201 g1E0A Engineering Fee Schedule Jsnusry2017.doe 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: Fire Station #52 and Fire Station #57 Environmental Testing Services Contractor Name: EBA Engineering Contractor's Contact: David Noren Contact's Email: dnoren@ebagroup.com ❑ 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 7/19/2017 CR b. Email contract (in Word) & attachments to City 7/19/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 7/24/2017 LAG and return to Project Manager b. Confirm insurance requirements, create Job on 7/24/2017 LAG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 7/24/2017 ❑ CR 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 ❑ CR Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 08/03/2017 ❑ CR Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed �il y )-7 Q, 7 City Attorney agreement Review and approve insurance in PINS, and bonds ` r f✓..k- (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 1�,-3 —Mol --I- 1ti�2Z