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PW Materials Testing and Construction Inspection ServicesAGREEMENT FOR PROFESSIONAL SERVICES WITH QUALITY ASSURANCE ENGINEERING, INC. DBA CONSOLIDATED ENGINEERING LABORATORIES FOR MATERIALS TESTING AND CONSTRUCTION INSPECTION SERVICES ASSOCIATED WITH THE GRAND A VENUE PATHWAY CONNECTOR PROJECT q G) This Agreement is made and entered into this ~ day of J O,,Y\u,dV':\ , 201$, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and QUALITY ASSURANCE ENGINEERING, INC. DBA CONSOLIDATED ENGINEERING LABORATORIES, a corporation authorized to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that professional services are required for materials testing and construction inspection associated with the Grand Avenue Pathway Connector Project, City Project No. 11173; and WHEREAS, the CONTRACTOR has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: I. 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. Erica Sharp 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 of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide the services outlined in the CONTRACTOR'S Proposal dated December 10, 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. u iGiNAL 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 at the unit rates shown in CONTRACTOR'S "PRICING" proposal included in Exhibit "A" attached, in a total contract amount not to exceed $20,000, including reimbursable expenses. 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 3 1, 2020, 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. 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 termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of tennination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to 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. A. 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. 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 perfonned 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 of this 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 additional insureds (for both ongoing and completed operations) under the policies. 3 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be "primary and non-contributory" 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 form CG20 01 04 13. 3. Except for professional liability insurance or 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, 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 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. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONTRACTOR under this agreement. 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 4 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. 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, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs 5 (including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONTRACTOR, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City lndemnitee. 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. CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR 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 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. 15. NOTICES. All notices and other communications required or permitted 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. 6 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 Public Works Director 111 Morphew Street San Rafael, CA 94901 TO CONTRACTOR's Project Director: Erica Sharp Senior Project Manager 7757 Bell Road Windsor, CA 95492 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 of this 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 tenns 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. 7 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 tenn, 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 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/ 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 performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term ( or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 23. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. 8 V IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: 9 [If Contractor is a corporation, add signature of second corporate officer] Name:_~C~b-ar~l~ie~B-r~k-e ____ _ Title:_~C-b~i-e~f E~i~o-a~o~ci-a~l -D~tf~ic~e~r __ December 10, 2018 Hunter Young, P.E. City of San Rafael 111 Morphew Street San Rafael, CA 94901 EXHIBIT A CONSOLIDATED ENGINEERING LABORAT OR ES Via E-Mail: Hunte r.Youn g@ cityofsanrafael.org Subject: Dear Mr. Young: San Rafael Grand Ave. Pathway Connector Pedestrian Bridge CEL #40-06240 Materials Testing and Construction Inspection Services Consolidated Engineering Laboratories (CEL) is pleased to submit our cost proposal to provide materials testing and construction inspection services for the Grand Avenue Pathway Connector project, located at 111 Shoreline Parkway in San Rafael, California. CEL would be proud to be part of your team, helping to ensure the construction quality and success of this project. Following are our cost estimate and scope of services. We assembled this proposal based on the following sources: Email correspondence with Matt Vail of Coastland regarding fabrication schedule {10 days) and onsite construction schedule (10 days), dated November 7, 2018 Thank you for giving CEL the opportunity to be a part of your project team. We are committed to providing our clients the very best service possible to fulfill their testing and inspection needs, and are eager to prove this commitment to you. Should you have any questions or require additional information, please do not hesitate to contact me. Respectfully submitted, CONSOLIDATED ENGINEERING LABORATORIES Y ~• AN ).st,';,.,_ (_.1/',/11..t.i • _,_ I i . Erica Sharp Senior Project Manager This proposal, when signed by client at the space ind icated below, shall constitute a legally enforceable contract on the precise, unaltered terms set forth i n this proposa l and the accompanying Contract Terms and Conditions . Client: City of San Rafael 7757 Bell Road I Windsor, California 95492 I Tel (707) 838-1115 I Fax (707) 838-1114 www.ce-labs.com Date CONSOLIDATED ENGINEERING LABORATOR ES Description STRUCTURAL STEEL Welding Procedure Specification Review Shop Fabrication Inspection Field Welding Inspection SUBTOTAL: MISCELLANEOUS Final Affidavit Project Engineering and Management 7% SUBTOTAL: PATHWAY CONNECTOR PEDESTRIAN BRIDGE SAN RAFAEL, CALIFORNIA CEL #40-06240 PRICING Quantity Unit Rate 2 Each Each s 250.00 80 Hours Hours s 96.00 80 Hours Hours s 96.00 1 Each Per Permit s 400.00 MAN-HOURS 160 Subtotals s 500.00 s 7,680.00 s 7,680.00 $ 15,860.00 s 400.00 s 3,740.00 s 4,140.00 GRAND TOTAL: $ 20,000.00 &His of Ch;ar:,e:s: The proposed unit ntes will be in effect thr0u1h June 30, 2019. Therufter, the unit ntes are subject to an annual increase of four and a half percent (4.5%) per year to mitig1te the ilnnual operating cost increases Work over B Hours per day Work over 12 Hours, Monday through Friday Work on Saturdays Work over 8 Hours on Saturdays Work on Sundays/Holidays Swing or Gr;aveyard Shift Premium Work from 0-4 Hours Work from 4·8 Hours Show-Up Time Sample Pick-Up LaboratoryTestinc-Rush Fee Technician with Nuclear Gauge Final Affidavit fpl!r pl!rmit numbl!r) (rl!qUl!St six workin& days advanced notice) Extra Copil!s (over four pl!r lssul! datl!) of lmpection Reports and Final Affidavit Project En1inl!erinc and Manat;l!ment Credit Card Payml!nt of Fl!es Reimbursables QA/QC Plan Written Procedures Out of Arl!a Sl!rvices (beyond 40-mile radius) Travl!ITiml! Mileace Per-Dil!m, including lodging QUANTITY DISCLAIMER: This quote outlined herein was based on the following sources: Timi! and One-Half Ooubll!Time Time and One-Half Double Time Double Time $12.50 pl!r Hour 4-Hour Minimum Billin1 8-Hour Minimum Billing 2•Hour Minimum Billing $90.00/Trip Add SO"A, to Tl!sting Cost Portal-to-Portill $400.00 S20.00/each 2.5% Ptl!mium Cost+ 15% Quotation upon Request As Listed Below! Buie Hourly Rilte S0.60/Mile Sl2D.00/0ay Email correspondence with Matt Vail of Coastland regarding fabrication schedule and onsite construction schedule, dated November 7, 2018 This proposal is limited to the scope of services, the number of inspection hours, and the number of associated tests identified herein. Any estimated quantities contained herein are estimates only and Client agrees to payment for services rendered in excess of the estimated quantities and/or cost figures as described herein. It is recognized that additional services rendered herein under this proposal are schedule driven and are mandated by the scheduling and staffing of the contractor(s). Should items and quantities alter from estimates outlined herein, CEL shall be entitled to compensation for services rendered. In addition, Client recognizes that, on occasion, due to the schedule of the contractor or relevant subcontractors, occasional overtime may be required. CEL typically will have no notice of this until the day the said overtime occurs. Client agrees to compensate CEL for such overtime. CEL Initials Client Initials CONSOLIDATED ENGINEERING Grand Ave. Pathway Connector Pedestrian Bridge 40-06240 * December 10, 2018 LABORATORIES SCOPE OF SERVICES STRUCTURAL STEEL Shop Inspection • • • • Review of welding procedure specifications; Material identification and mill certificate review; Observe the utilization of certified welders and approved welding procedures; Visual inspection of welding to determine compliance with contract documents; Nondestructive testing of moment welds and column splices; Confirm approximate preheat temperature; Continuous inspection of multi-pass fillet welds, groove welds and reinforcing steel welding . Field Inspection • • • Observe the utilization of certified welders and approved procedures; Confirm approximate preheat temperature; Nondestructive testing of moment welds and column splices; Inspect to determine and observe proper installation and tightening of high strength bolts; Visual inspection of welding to determine compliance with contract documents; Continuous inspection of multi-pass fillet welds, groove welds and reinforcing steel welding . CEL CLIENT Initials Initials CONSOLIDATED ENGINEERING LABORATOR ES Grand Ave. Pathway Connector Pedestrian Bridge 40-06240 * December 10, 2018 CONTRACT TERMS AND CONDITIONS I. FEES: The estimated contract price is based on the best information made available to CEL at the time the estimate was performed. If subcontractors perform more quickly than scheduled, Client will receive a cost savings for testing . If, however, subcontractors' schedules are extended or delayed, Client may receive a resulting increase in costs for testing. Client recognizes that the additional services rendered herein under this Proposal are schedule driven and are mandated by the scheduling and staffing of the contractor(s). Should items and quantities alter from estimates outlined herein, CEL shall be entitled to compensation for services rendered. In addition, Client recognizes that, on occasion, due to the schedule of the contractor or relevant subcontractors, occasional overtime may be required. CEL typically will have no notice of this until the day the said overtime occurs. Client agrees to compensate CEL for such overtime . Any estimated quantities contained herein are estimates only and Client agrees to payment for services rendered in excess of the estimated quantities and/or cost figures as described herein. Fees for CEL's services will be billed on a time and expenses basis at the unit rates quoted and CEL shall submit biweekly invoices for services rendered and for reimbursable expenses incurred. Invoices are due within 30 days from receipt. Past due invoices are subject to a finance charge of 1% per month or the maximum rate permitted by law. II. FINAL AFFIDAVIT: The first invoice from CEL shall include the estimated cost to prepare the Fina l Inspection Report. However, the Final Inspection Report will not be issued until the sixth working day following the request for the Fi nal Inspection Report by Client's authorized representative . Additionally, as a condition precedent to release of the Final Inspection Report, Client shall have paid in full for all services performed by CEL pursuant to this Agreement . Ill. INSPECTION: Inspection shall consist of visual observation of materials, equipment, or construction work for the purpose of ascertain i ng that the work is in substantial conformance with the contract documents. Such inspection shall not be relied upon by others as acceptance of the work nor shall it be construed to relieve the contractor, subcontractors, or materialmen in any way from their obligations and responsibilities under the construction contracts. Specifically, but without limitation, inspection shall not requ i re the inspector to assume responsibilities for the means and methods of construction nor for safety on the jobsite of any party other than CEL emp loyees. IV. STANDARD OF CARE: In providing services under this agreement, CEL shall exercise that degree of skill and care ord i narily used by other reputable members of CEL's profession, practicing in the same or similar locality and under similar circumstances at the t i me these services are rendered. Nothing in this agreement shall be interpreted to require CEL to meet any higher standard and this paragraph shall control over any such contrary provision . CEL makes no warranty, either expressed or implied, as to its findings, recommendat ions, specifications or professional advice . CEL will provide only those services that, in the opinion of CEL, lie within the techn ica l and professiona l areas of expertise of CEL as set forth herein and which CEL is adequately staffed and equi pped to perform . Client shall request in writing if Client desires CEL to provide services outside of the scope of services described herein. CEL shall advise Client of any services that lie outside the technical and professional expertise of CEL. V. LIABILITY: In recognition of the relative risks of the Client and CEL on the Project, Client agrees, to the max imum extent permitted by law, that CEL's liability to Client and any third party, in any way arising out of this Agreement, shall be limited to 100% of the total fees and costs paid to CEL or $25,000, whichever is greater. Client agrees to compensate CEL at its standard hourly rates in the event CEL is requested to perform services in connection with litigation, claims or disputes arising out of this project or in the event CEL, its agents or employees are subpoenaed or otherwise compelled to participate in litigation, claims or disputes arising out of this project. CEL shall not be responsible for acts and/or omissions of any party or parties involved in the design of the Project or the failure of any Contractor or Subcontractor to construct any aspect of the Project in accordance with the Agreement documents, or in accordance with recommendations contained in any correspondence or written recommendations issued to CEL. VI. LITIGATION: In case of any dispute, claim, question, or disagreement arising out of or relating to this Contract or the breach thereof, the parties hereto shall use all reasonable efforts to settle such disputes, claims, questions, or disagreement. To this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equ itable solution satisfactory to both parties. Client and CEL agree to continue to perform their obligations under this Contract during the good faith resolution of such a dispute, claim, question, or disagreement. In the event that any litigation, arbitration, or other proceeding is commenced between the parties hereto or their personal representatives, successors or assigns concerning the enforcement or interpretation of any provision of this Contract or the rights and duties of any party in relation thereto, the party or parties prevailing in such litigation, arbitration or other proceeding shall be entitled, in addition such other re l ief as may be granted, to reasonable attorneys' fees and costs. For the purposes of this paragraph, the "prevailing party" shall be determined in accordance with the provisions of California Civil Code section 1717. VII. STATE PREVAILING WAGE: It shall be Client's sole responsibility to notify CEL of any prevailing wage requirements before any services are performed for the Project. Should it be revealed subsequent to the execution of an agreement for services that this project is indeed a prevailing wage project and if CEL is thereafter mandated to comply with those requirements, there will be a 10% surcharge to the hourly rates quoted in our Proposal. In addition, in the event notification is not given to CEL, Client shall be fully responsible for payment of all fines, penalties, and/or damages imposed upon CEL for any failure to comply with the prevailing wage laws. CEL Initials CLIENT Initials CONSOLIDATED ENGINEERING Grand Ave. Pathway Connector Pedestrian Bridge 40-06240 * December 10, 2018 LABORATOR ES Contract Terms and Conditions (cont'd) VIII. CLIENT'S RESPONSIBILITIES: Client or Client's authorized representatives will promptly and timely provide CEL with all revised and updated plans, specifications, addenda, change orders, approved shop drawings and any other i nformation for the proper performance of CEL pursuant to this Contract. Client agrees that CEL has been engaged to provide technical professional services only, and that CEL does not owe a fiduciary responsibility to Client . Client shall secure and maintain throughout the full period of this Contract, sufficient insurance to protect it adequately from claims under applicable Worker's Compensation Acts and from claims for bodily injury, death or property damage as may arise from the performance of services under this Contract. CEL shall not be responsible for any errors and/or omissions in the performance of CEL's work or services rendered resulting from Client's failure to provide CEL with revised and updated plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of CEL. Client or Client's authorized representatives will give a minimum of 24 hours notification for all dispatch requests. Cancellations received on the day of inspection are subject to a 2-hour show-up charge. IX. HAZARDOUS MATERIALS REQUIREMENT: If hazardous materials are encountered by CEL's employees on Client's project site resulting in the need for specialized training or certifications as required by State and Federal agencies in order for CEL's inspection personnel to perform their duties, then all related costs for such specific training, including class time, will be billed to Client with a 1S% markup. Personnel time for necessary training classes will be billed at the hourly rate quoted herein. X. CREDIT CARD PAYMENTS: Credit card payments will be charged a convenience fee of 2.5% of the total invoice amount. XI. ADDITIONAL SERVICES: Should additional services be requested that are not included in CE L's proposed scope of services, CEL will provide these services at the unit rates listed in our published 2018 Fee Schedule. XII. ACCOUNTS PAYABLE SYSTEMS: This proposal does not assume the requirement to enter into an accounts payable system, such as Textura, and should it be required, any fee associated with that shall be considered a reimbursable expense and shall be charged to the client. XIII. ACCEPTANCE OF CONTRACT: This Contract is subject to acceptance only of the terms and conditions stated herein. Any add itional or different terms and conditions proposed by Client are hereby rejected, and shall be of no force or effect unless expressly assented to in writing by CEL. There shall be no contract except upon the terms and conditions provided herein. By directing CEL to commence performance, after your receipt of this Contract, you agree to comply with all the terms and conditions set forth herein. This Contract contains the entire and 'integrated agreement between Client and CEL and supersedes all prior negotiations, representations or agreements, either written or oral. This Contract cannot be amended or modified except by a written addendum, executed by each of the parties hereto . This Contract shall be interpreted and enforced in accordance with the laws of the State of California. XIV. BASIS OF CHARGES: The proposed unit rates will be in effect through June 30, 2019. Thereafter, the unit rates are subject to an annual increase of four and a half percent (4 .5%) per year to mitigate the annua l operating cost increases: Work over 8 Hours per day Work over 12 Hours, Monday through Friday Work on Saturdays Work over 8 Hours on Saturdays Work on Sundays/Ho l idays Swing or Graveyard Shift Premium Work from 0-4 Hours Work from 4-8 Hours Show-Up Time Sample Pick-Up Laboratory Testing-Rush Fee Technician with Nuclear Gauge Final Affidavit (per permit number) (request six working days advanced notice) Extra Copies (over four per issue date) of Inspection Reports and Final Affidavit Project Engineering and Management Credit Card Payment of Fees Reimbursables QA/QC Plan Written Procedures Out of Area Services (beyond 40-mile radius) Travel Time Mileage Per-Diem, including lodging Time and One-Half Double Time Time and One-Half Double Time Double Time $12.50 per Hour 4-Hour Minimum Billing 8-Hour Minimum Billing 2-Hour Minimum Billing $90.00/Trip Add 50% to Testing Cost Portal-to-Portal $400.00 $20.00/each 7% of Fees 2.5% Premium Cost+ 15% Quotation upon Request As listed Below: Basic Hourly Rate $0.60/Mile $120.00/Day CEL Initials CLIENT Initials 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: Consolidated Engineering Laboratories Contractor's Contact: Erica Sharp Contact's Email: esharp@ce-labs.com D 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 Click here to ~ enter a date. b. Email contract (in Word) and attachments to City 12/11/2018 Attorney c/o Laraine.Gittens@cityofsanrafael.org ~ HY 2 City Attorney a. Review, revise, and comment on draft agreement 12/12/2018 ~ LG and return to Project Manager b. Confirm insurance requirements, create Job on 12/12/2018 ~ LG PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 12/12/2018 ~ BG contractor 4 Project Manager Forward three (3) originals of final agreement to 12/21/2018 ~ HY contractor for their signature 5 Project Manager When necessary, contractor-signed agreement ~ N/A agendized for City Council approval * *City Council approval required for Professional Services ~ HY Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 1/2/2019 ~ HY Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 1/1 /J q ~ agreement 8 City Attorney Review and approve insurance in PINS, and bonds I /7/J q ~ (for Public Works Contracts) I 9 City Manager/ Mayor Agreement executed by City Council authorized 1-~/,c, ~ official 10 City Clerk Attest signatures, retains original agreement and l /&1 /1~ \.J forwards copies to Project Manager (A-~ .