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PW Essential Facilities - Cultural Resources ServicesAGREEMENT FOR PROFESSIONAL SERVICES WITH TOM ORIGER & ASSOCIATES This Agreement is made and entered into this // day of 62"gUgt— , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and TOM ORIGER, doing business as TOM ORIGER & ASSOCIATES (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that consultant has the expertise to conduct the required cultural resources review for the new Public Safety Center Improvements during the demolition activities of Fire Station 51 and the house at 1313 5°i Avenue in San Rafael. 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. Tom Origer 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. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide the services as set forth in CONSULTANT's proposals dated June 22, 2017, attached hereto as Exhibit 1. 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 an hourly basis at the rate of $110 per hour, provided that the total compensation payable pursuant to this Agreement shall not exceed $20,000. 4-3-lODA A 1'L- 22. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on November 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. TERMINATION. A. Discretionary. Either party may tenninate 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 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 tennination, 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. 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 fiu-nish to CITY all necessary copies of data needed to complete the review and approval process. 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 frilly cooperate with CITY or its agent in any such audit or inspection. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfonnance 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 occun•ence/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 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. 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. The insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) 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 01 04 13. 3. 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 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 0) excerpts of policv languaae or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a frill 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 fonn 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 sliall 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. 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. 4 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 ten -ns 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 1 I 1 Morphew Street San Rafael, CA 94901 Tom Origer Tom Origer & Associates P. O. Box 1531 Rohnert Park, CA 94927 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 terns 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 terns 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 terns and conditions of this Agreement, and the terns and conditions of the attached exhibits or the documents expressly incorporated by reference, the teens 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. IL��JI:ll�/0.Z.IJ 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 tern, 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 teems 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 1.! JIM C UTZ, City Ma ger ATTEST: f� g t�I� e , R-et'ea'c ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, dty Attey CONSULTANT TOM ORIGER � — -L Tom Origer & AMCIate5 Archaeology / Hlstorical Research June 22, 2017 Cindy Ray City of San Rafael Public Works I 11 Morphew Street San Rafael, California via email Dear Ms. Ray: I write to provide you with a proposal to provide monitoring during activities associated with demolition of Fire Station 51 and the house at 1313 Fifth Avenue in San Rafael. Monitorine Aooroach When on site, the archaeologist will observe activities from a safe distance. Equipment operators will be asked to pause when possible features or artifacts are detected, or if closer examination is necessary. • If a feature or concentration of artifacts is found, the archaeologist will direct work to another location while the find is evaluated for potential importance. • If a find is determined to lack potential importance, work in the area can resume. • If the find requires further evaluation, the site supervisor will be notified that work should not continue at the location of the find, until the evaluation and possible mitigation is completed. The archaeologist will complete a daily monitoring log describing the day's activities, observations, discussions with demolition/excavation personnel, and any other pertinent infonnation. Thresholds of lmoortance The purpose of monitoring this work is to determine if there are any archaeological features or important artifacts present. The importance of features and artifacts lies in the information that can be gleaned from them through archaeological research. Features that are disturbed and lack historical integrity are not considered important, nor are isolated and randomly scattered artifacts. Submittals A summary report of monitoring activities will be prepared and submitted upon completion of the project. If resources are found that require evaluation beyond the initial field check a separate technical report will be prepared as outlined in the treatment plan for the resource. %mmoriger.com P.O. Box 1551, Rohnert Park, C1lifornia 94927 (707) 584-0200 Page 2 Cindy Ray June 22, 2017 Staffine quid Billing Our firm has qualified archaeologists, one or more of whom will be on call to staff this project. Monitoring will be billed at the rate of $110.00 per hour with a two-hour minimum charge. The summary report will take about G hours to prepare. If a find is made that requires evaluation and mitigation, a separate proposal will be provided based on the nature of the find. Sincerely, Vicki Beard Senior Associate 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: Public Safety Center Improvements Contractor Name: Tom Origer & Associates Contractor's Contact: Vicki R Beard Contact's Email: vbeard@origer.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step 1 2 3 rd 5 6 7 8 9 RESPONSIBLE DEPARTMENT Project Manager DESCRIPTION a. Email PINS Introductory Notice to Contractor COMPLETED REVIEWER DATE Check/Initial 6/26/2017 b. Email contract (in Word) & attachments to City 6/26/2017 Atty c/o Laraine.Gittens@cityofsanrafael.org Forward signed original agreements to City City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. b. Confirm insurance requirements, create Job on agreement PINS, send PINS insurance notice to contractor Click here to enter a date. Project Manager Forward three (3) originals of final agreement to contractor for their signature Project Manager When necessary, * contractor -signed agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form City Attorney Review and approve hard copy of signed agreement City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) City Manager/ Mayor Agreement executed by Council authorized official City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager W19A N/A Or Click here to enter a date. 07/19/2017 ❑x CR ❑ LAG ❑ LAG ❑ CR ❑ CR CR