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PW Fire Station 51 Engineering Testing SvcsAGREEMENT FOR PROFESSIONAL SERVICES WITH EBA ENGINEERING FOR ENGINEERING TESTING SERVICES This Agreement is made and entered into this CITY OF SAN RAFAEL (hereinafter "CITY"), (hereinafter "CONSULT ANT"). JA~v.A'(J..11 10' PJ \,\... ~2Jf ~ day of D@eelflBeT', ze+T; by and between the and EBA Engineering, a California corporation RECITALS WHEREAS, the CITY has detennined that professional engineering testing services are required in connection with the San Rafael Fire Department Station #51 ; WHEREAS, the CONSULTANT is qualified in providing environmental services including conducting soil sampling and characterization; and WHEREAS, the CONSULTANT has agreed to render such services for the City's Fire Station 51 constmction project. 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. David Noren 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 perfonn soil sampling and characterization at San Rafael Fire Station #51, 1401 Fifth Avenue, San Rafael, CA 94901, and provide the testing results and reporting to CITY as set forth in CONSULTANT'S letter entitled "EBA Proposal Number: 197-17" and dated December 7, 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 cooperate with CONSULTANT as necessary for perfonnance 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 flat fee basis for services rendered in an amount not to exceed $11,362.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The tenn of this Agreement shall COlmnence upon the date of execution of this Agreement and end on Febmary 28, 2018 when the work shall have been completed, unless the parties agree to extend this Agreement for another 30 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 tennination, 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 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 perfonnance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR 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. 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 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. 2 10. INSURANCE. A. Scope of Coverage. During the tenn 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 perfonned under tlus 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, 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 fonn CG20 01 04 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. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, tenninate or otherwise modify the tenns 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. TI1e 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. 3 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: (l) 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 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 hannless 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 CONSULT ANT'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 perfonnance 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 perfonned by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent pennitted 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 perfonnance 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 tennination 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 perfonnance of its duties and obligations under this Agreement. CONSULT ANT shall perfonn 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 from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO TIIIRD 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 tenns 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: 16 . INDEPENDENT CONTRACTOR. Bill Guerin Director of Public Works City of San Rafael 111 MOlphew Street San Rafael, CA 9490 I David Noren EBA Engineering 825 Sonoma Ave Santa Rosa, CA 95404 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. 5 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 tenns and conditions of tillS 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 tenns 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 tenns and conditions of this Agreement, and the tenns and conditions of the attached exhibits or the documents expressly incorporated by reference, the tenns and conditions ofthis 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 tenn, covenant or condition of tllls Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other tenn, 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 tenn, 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 tenns and conditions of this Agreement, or arising out of tile 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 perfonned under this Agreement, until CONSULTANT has provided CITY with a completed Intemal Revenue Service Fonn W -9 (Request for Taxpayer Identification Number and Certification). 6 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 ATTEST: ESTHER C. 13E:HtHE, City Clerk I-i r'\d.5fAy \AytA J \nte.r'01 7 CONSULTANT and BY:~~ , Name: IVAZAJ(' EtJU)11#IL y Title: ~/::t.~ I E8A ~~ c NI...l I NHRINC) -~~-- December 7, 20 17 Mr. Jorge Meza, Kitchell CEM 2450 Venture Oaks Way, Suite 500 Sacramento, California 95833 SUBJECT: COST ESTIMATE FOR ENVIRONMENTAL SERVICES SOIL SAMPLING & CHARACTERIZATION CITY OF SAN RAFAEL FIRE STATION 51 1401 FIFTH AVENUE SAN RAFAEL, CALIFORNIA EBA Proposal Number: 197-17 Dear Mr. Meza: EBA Engineering (EBA) is pleased to have the opportunity to present a cost estimate proposal for environmental services for conducting soil sampling and characterization at the City of San Rafael Fire Station 51 in San Rafael, California. The following sections include a discussion of the scope of work, a cost estimate summary, assumptions, and limitations. SCOPE OF WORK It is EBA's understanding that there is a need to characterize in-place soil prior to the start of construction at the project site. It is further our understanding that there is approximately 2500 yards of in place materials that are at a thickness of five to six feet that will be excavated from the property as part of the redevelopment process and will be characterized. The work scope will include collecting soil samples from the site for chemical analysis. The soil samples will be collected using a hand auger and composited for analysis to equate to one composite sample per foot of depth. The soil samples will be collected and in steel tubes that will be sealed and placed under refrigerated conditions pending transport to a State-certified analytical laboratory for chemical analysis. The analysis of the samples will include petroleum hydrocarbons including gasoline and diesel range organics as well as volatile organic compounds and fuel oxygenates and CAM 17 metals. A letter report will be prepared upon receipt of the analytical results and submitted to the City of San Rafael. 825 Sonoma Avenue, Suite C • Santa Rosa, California 95404 (707)544-0784. FAX (707)544-0866 • www.ebagroup.com Exhibit A COST ESTIMATE SUMMARY The work will be performed on a time and materials basis not to exceed the following: Task 1: Soil Sampling Task 2: Analytical Testing Task 3: Reporting ASSUMPTIONS Total $ 3,548.00 $ 6,324.00 $ 1,490.00 $11,362.00 For the purposes of developing the scope of work and the cost estimate, the following assumptions were made: • There is free and open access to the site; • A total of six composite soil samples will be collected from the site at depth intervals of one foot for characterization. • Laboratory analysis will include petroleum hydrocarbons, volatile organic compounds and CAM 17 metals; • The analytical testing will be performed on a 1 O-day turnaround. • A letter report will be prepared and submitted to the City of San Rafael. • The work is subject to prevailing wage provisions CLOSING I trust this provides the information you require at this time. If you have any comments or questions, please call me at (707) 544-0784. Sincerely, EBA ENGINEERING David Noren, Manager Environmental Services L:lenvlusl\2414 San Rafael Fire Department #52lCostlCost Estimate· 50'1 Sampling FS 51.doC)( 2 E8A ) ~ __ .;,;EN:.:.:G::.:-I.N EERI NG 825 Sonoma Avenue, Suite C Santa Rosa, CA 95404 (707) 544-0784 Fax (707) 544-0866 TO: Mr. Bill Guerin City of San Rafael 111 Morphew Street San Rafael, California 94901 We Are Sending You: ( x ) Attached For Your: ( ) Approval ( ) Information The Following: ( ) Agreement ( ) Change Order ( ) Document(s) Copies Date TRANSMITTAL LETTER Date: January 9, 2018 Job#: 18-2541 RE: Documents ( ) Under separate cover via ( ) Record ( ) Signature(s) ( ) Review and Comment ( x ) Use ( ) Drawings ( ) Samples ( ) Floppy/CD ( ) Specifications ( x ) Report ( ) Work Plan Description 3 Executed Aqreement B'~tl:!E~' IIfRo JAN .11 2018 ~UBLl(' WUf?I(~ DEPf. ~ITY Of SAN RAfA_E~· ,uted Agreement for environmental services at San uld have any questions regarding the information ate to contact our office at (707) 544-0784. Thank 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: Bill Guerin Extension: x3110 Project Name: Fire Station #51-Soil Characterization (Analytical Testing) Contractor Name: EBA Engineering Contractors Contact: David Noren Contact's Email: dnoren@ebagroup.com o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 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 5 Project Manager Forward signed original agreements to City 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 L.\ -3 -\o/~ COMPLETED DATE N/A 12/19/2017 12/19/2017 IZI N/A Or Click here to enter a date. 1,(~~l1 ( {~/ ~ ~ /-23 -{S \-1.~-lg REVIEWER Check/Initial IZI IZI LMM IZI LMM 0 IZI 0 .r (jUt V~ ~K rl~