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PW Street Resurfacing 2016-2017 Inspection ServicesAGREEMENT FOR PROFESSIONAL SERVICES WITH PARK ENGINEERING, INC. FOR CONSTRUCTION INSPECTION SERVICES This Agreement is made and entered into this " S day of M o...i ' 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and PARK ENGINEERING, INC. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that professional services are required for inspection services in connection with the Street Resurfacing 2016-2017 Project, City Project No. 11306; and WHEREAS, the CONTRACTOR 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. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Jaemin Park is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days ofthe substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide the services outlined in CONTRACTOR'S proposal dated February 21, 2018, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. RIGI A 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis for services rendered in accordance with the rates shown in Exhibit "A" attached and incorporated herein, in an amount not to exceed $95,782.72. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on December 31,2019, or on such earlier date 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. TERM INA TION. 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 ofthe termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance 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, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance 2 of its duties under this Agreement. CONTRACTOR 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, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR 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 CONTRACTOR in subparagraph A ofthis section above shall also meet the following requirements: 1. Except for professional liability insurance 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. 3 2. The additional insured coverage under CONTRACTOR'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 CONTRACTOR'S policies shall be at least as broad as ISO fonn CG20 01 04 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. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR 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 Fonn, then, following tennination 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 CONTRACTOR'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 CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 4 D. Proof of Insurance. CONTRACTOR 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 CONTRACTOR. 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., CONTRACTOR 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 CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR'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 CONTRACTOR'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 CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR 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. In no event shall the cost to defend charged to the design professional exceed the design 5 professional's proportionate percentage of fault. 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 fuIl period of time all owed by law. 12. NONDISCRIMINATION. CONTRACTOR shaIl 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. CONTRACTOR shaIl 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. CONTRACTOR shaIl perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shaIl 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 CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. IS. NOTICES. AIl notices and other communications required or permitted to be given under this Agreement, incJuding any notice of change of address, shaIl 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 shaIl be given as foIlows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: Bill Guerin Public Works Director 111 Morphew Street San Rafael, CA 94901 Jaemin Park Park Engineering, Inc. 372 Village Square Orinda, CA 94563 6 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, 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 ofthis Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR 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 CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant ofthis Agreement or any applicable law, ordinance or regulation . 7 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 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. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR 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 CONTRACTOR has provided CITY with a completed Internal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws ofthe 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 CONTRACTOR JI And ATTEST: By: ------------------------- Name: Title of Corporate Officer: LINDSA Y LARA , City Clerk APPROVED AS TO FORM : 8 PARK ENGINEERING Orinda Office 372 Village Square Orinda , CA 94563 Tel: 925-257-2508 Fax : 925-401 -7030 Emeryville Office 3960 Adeline Street, #3 Emeryville, CA 94608 Tel : 925-257-2508 Fax: 925-401-7030 February 21, 2018 Hunter Young, P.E. Associate Civil Engineer City of San Rafael 111 Morphew Street San Rafael, CA 94901 RE: Construction Inspection Services for 2016-17 Street Resurfacing City Project No. 11306 Dear Hunter: EXHIBIT A Park Engineering, Inc. is pleased to submit this proposal to provide construction inspection services for the 2016-17 Street Resurfacing Project. We appreciate the opportunity to continue to work with the City on this project. With an estimated construction start of mid-April based on the March 14th bid date, Chris Kinser will be the construction inspector to support the City on this project. He will provide the day to day construction inspection and perform all the required duties including, preparing daily diary reports, job progress pictures, interviewing contractor employees for EEO purposes, measuring & reporting on quantities installed, coordinating with the contractor for all aspects of the work including traffic control, utility work, safety, and ensuring contract for acceptance of completed work by the City. Chris is currently completing a project with the City, and has the local knowledge to benefit the project in a positive & professional manner. As principal in charge, I will provide oversight to the construction inspector as well as provide any other needed support to the City. We have enclosed a brief resume for Chris, with a brief description of his recent relevant projects, and cost proposal with estimated hours and rates. Please let me know if you have any questions or if any additional information is needed . am available any time on my mobile at 510-701-0319 or e-mail: spatterson@park-en g.com . Sincerely, Steve Patterson, P.E. Vice President CHRIS KINSER, ASSISTANT RESIDENT ENGINEER Years of Experience 21 Education B.S. Construction Management, California State University, Chico, 1996 Certifications and Training 40 hour HazWOPER and HazMat certifications Caltrans Stormwater Management SWPPP training COGZ CMMS Preventive Maintenance software Key Qualifications RESUME Chris has 21 years of experience in public works, transportation and infrastructure construction. Working in the capacity of assistant resident engineer, construction inspector, and project manager for the contractor, Chris has managed highway interchanges, roadway widenings, emergency slide and flood repairs, box culverts, multiple utility installations/relocations, signalized intersection modifications, ADA ramps and paths, landscaping and hardscaping. He has performed inspection of construction activities to ensure conformance with contract documents and has coordinated work with regulatory and oversight agencies, various utility companies, and the public. Chris is familiar with the Caltrans Standard Specifications, Standard Plans, Construction Manual, Local Assistance Procedures Manual, and the "Greenbook" Standard Specifications for Public Works Construction. Project Experience • Second Street & Grand Ave Intersection Improvement Project, City of San Rafael, CA -$1.3M Assistant resident engineer/construction inspector for this project that improved this busy intersection with new & improved curb ramps while widening the northbound approach on Grand Ave. The project also upgraded and replaced all traffic signal components. Daily traffic control and coordination with adjacent businesses was also a critical component of the project work. • John Daly Blvd Streetscape Improvements Project (fed funded), City of Daly City, CA -$3.3M Assistant resident engineer/construction inspector for streetscape improvements that includes roadway modifications, installation of a concrete walkway, ADA compliant ramps, landscaping, irrigation using recycled water, bioswales, Class II bicycle lanes, and pedestrian amenities such as benches and trash/recycling receptacles. The project narrowed the center median, installed street lights on the outside medians, installed new decorative street lights for the pedestrian walkway, modified traffic signals at three intersections, repaired base sections of roadway with deep lift HMA, resurfaced the entire length ofthe project with HMA, installed new striping and decorative stamped AC crosswalks. The project required coordination with Caltrans, Samtrans, SF MUNI, utility companies, and various departments within the City. • Detroit Avenue Bicycle and Pedestrian Improvements Project (federally funded), City of Concord, CA -$4M Assistant resident engineer/ construction inspector for this federally funded (OBAG) project constructing roadway and streetscape improvements on Detroit Avenue from Monument Blvd. to Clayton Road. Work on this $4M project involves full street rehabilitation including, grading, AC paving, signals and lighting, new curb, gutter and sidewalks, new curb ramps, drainage improvements, irrigation and lighting, and enhanced striping and pavement markings. • EI Monte Road Preservation Project (federally funded), Town of Los Altos Hills, CA -$500K Assistant resident engineer/construction inspector for this federally funded project that removed, replaced and added concrete curb ramps, and installs portions of new curb and gutter. Other work includes two inches of grinding and overlay of the existing roadway. Name/Classification Chris Kinser $ Assistant Resident Engineer City of San Rafael 2016-17 Resurfacing Project, City Project No. 11306 Cost Proposal for Construction Inspection Services Rates Hours Regular Overtime Loaded Rate Pre-Con Construction Close-out Rate 125.37 $ 188.06 16 712 24 1. Rate i ncludes vehicle, mobile phone, laptop and all equipment required to perform required duties. Total Total Regular Overtime Hours Hours 752 8 Total = 2. Hours based on full time inspection for the 90 Working Day project duration, with some additional time for pre and post project work. Cost $ 95,782.72 $ 95,782.72 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Hunter Young Extension: 3408 Contractor Name: Park Engineering, Inc. Contractor's Contact: Jaemin Park Contact's Email: jpark@park-eng.com D 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 at least two 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, 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 COMPLETED DATE Click here to enter a date . 3/16/2018 3/21/2018 3/21/2018 3/21/2018 D N/A Or 4/16/2018 4/3/2018 m~/rf) 516 J/Cl r-/IS-jlr ~h lR ,1'10 REVIEWER Check/Initial D ~ HY ~ LG ~ LG D HY ~HY ~ HY ~ ~ /~ ~r£ ~