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PW Infrastructure Consultation for 2018 and 2019AGREEMENT FOR PROFESSIONAL SERVICES WITH URBAN FORESTRY ASSOCIATES, INC This Agreement is made and entered into this~ day of j()..n u 'trr4 , 20J.9._, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and AN FORESTRY ASSOCIATES, INC (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional series are required to assist the CITY in evaluating trees on an as-needed basis; and WHEREAS, the CONSULT ANT 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. 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. Ray Moritz, is hereby designated as the PROJECT DIRECTOR for CONSULT ANT. 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. CONSULT ANT shall perfmm the duties and/or provide the services described in CONSULT ANT'S Proposal dated December 17, 2018, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perfonn the duties as described in Exhibit "A" attached hereto and incorporated herein. [i iGU\iAl 4. COMPENSATION. For the full perfo1mance of the services described herein by CONSULT ANT, CITY shall pay CONSULT ANT on a time and materials basis for services rendered at the hourly rates shown in the "Urban Forestry Associates, Inc. -2018: General Fee Schedule" included in Exhibit "A" attached hereto, with a total not-to-exceed amount of $20,000 for costs and services of CONSULAT ANT provided under this Agreement. 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 be for two (2) years commencing on December 17, 2018 and ending on December 16, 2020. Upon mutual agreement of the parties, and subject to the approval of the City Manager the te1m of this Agreement may be extended for an additional period of up to one (1) year. 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 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 te1mination, 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 te1mination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the 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 CONSULT ANT 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, CONSULT ANT shall make available to CITY, or its agent, for 2 inspection and audit, all documents and materials maintained by CONSULT ANT in connection with its perfmmance of its duties under this Agreement. CONSULT ANT 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 pe1fonnance 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 te1m of this Agreement, CONSULT ANT 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 occtmence/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 occU1Tence. 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/one million dollars ($1,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULT ANT is a professional not required to have a professional license, CITY reserves the right to require CONSULT ANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSUL TANT 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 CONSUL TANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or 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. 2. The additional insured coverage under CONSULT ANT'S insurance policies 3 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 CONSULTANT'S policies shall be at least as broad as ISO fmm CG20 010413. 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, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULT ANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULT ANT 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 Fann, 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 CONSULT ANT under this agreement. 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. 4 D. Proof of Insurance. CONSULT ANT 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., CONSULT ANT shall, to the fullest extent pe1mitted 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 perfonnance of its obligations or conduct of its operations under this Agreement. The CONSULT ANT'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 lndemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSUL TANT 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, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Cami costs, reasonable attorney's fees as may be dete1111ined by the Cami, 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 CONSULTANT, or any subconsultants, or subCONSUL TANT 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 Indemnitee. 5 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 oftime allowed by law. 12. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULT ANT 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. CONSULT ANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULT ANT 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 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. 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 CONSUL TANT's Project Director: 6 Bill Guerin City of San Rafael 1400 Fifth A venue P.O. Box 151560 San Rafael, CA 94915-1560 Ray Moritz Urban Forestry Associates 8 Willow Street San Rafael, CA 94901 16. INDEPENDENT CONSULTANT. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent CONSULT ANT, 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 CONSULTANT and not that of an employee of CITY. 17. ENTIRE AGREEMENT --AMENDMENTS. A. The tenns 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 CONSULT ANT 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 te1ms 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 te1ms and conditions of this Agreement, and the te1111s and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULT ANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. W AIV ERS. 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 te1m, 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 te1m, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 7 20. COSTS AND ATTORNEY'S FEES. The prevailing pruiy 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 adminish·ation) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE I OTHER TAXES. CONSULT ANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULT ANT 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. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the tenn ( or te1mination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Pruiies' 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 docwnent. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and yeru· first above written. CITY OF SAN RAFAEL CONSULTANT 8 ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: L~RFE ROBERT F jti)STEIN,ityAtt~y 9 [If CONSULT ANT is a corporation, add signature of second corporate officer] By: ____ _ Name: ------------ Title: ------------ Urban Forestry Associates, Inc . Thomas Wong City of San Rafael Department of Public Works Office: 415 458 5360 Thomas.Wong@cityofsanrafael.org 8 \\ illm1 St1 PPt Sc111 Rc1f;i pl. ( ,.\ Sl490 I ,4 I "i) .j"j.! 4..: I 2 inlDl!'III hc111ftH PStl \clSSOCiiltl'S.CUI 11 Proposal City of San Rafael Trees vs Infrastructure Consultation For 2018 and 2019 Scope of Work Trees vs Infrastructure Damage Consultation and Oversight 1) City infrastructure repair/replacement root management consultation. 2) Root pruning oversight. 3) Tree Health and Risk Assessment. 4) Not to exceed $20,000.00 in 2018 through 2019 period Proposal Totals L.1\1 IIUIL r\ 12/17/2018 Items 1-3 .......................................................................................................................... $150 per hour Item 4 .................................................................. Not to exceed $20,000.00 2018 through 2019 Printed Name of Client or Representative Signature Client or Representative Ray Mofitz, Urban Fore'ster SAF Cert #241 ISA Qualified Tree Risk Assessor Date Signed Page 1 of 1 I SSOCIATES, INC. 8 \ \ lilm $11 l't'I S.11 Ii 1h, I \ ).J<J[) I I ) l I L! I_ 1111 ~· 111h,11 I lll",11\ IS',lk i,HP, 0111 Urban Forestry Associates, Inc. -2018: General Fee Schedule 1 Arboriculture & Vegetation Analysis/ Management Planning Site inspection $185/hour 2 (Includes 30 minutes oftravel time and a brief email summary upon request) Travel $75/hr. L.AI IIUIL r\ I Team inspection with a team of Urban Foresters $275/hr. ($100/hr. travel) Advance Inspection • Climbing: • Resistograph® Test: Formal Report Work/ Phone conference: Office Support: Meetings: Meetings after hours: Materials, communications, & support fees will be extra and itemized in the statement . $275/hr $300/hr $150/hour $70/hour $185/ hr. ($75/hr. travel) $277.50 / hr (2 hr min) Travel time is charged in fifteen minute increments . Travel expenses will be charged at IRS 2016 standard mileage rate of 54 cents/mile. Travel time accrues for time traveled over thirty minutes . Additional expenses (example: parking fees) will be charged to client's invoice. Weekend work, evening meetings (ofter 4:00 p.m./. and work requested with less than 24 hrs. notice will be billed at time and a !J.s!.j[. Note: Twa hour minimum meeting time+ travel time and expenses. Appointment Cancellation Policy: For all appointments scheduled, we require cancellation no later than 4:00 p .m . the day before scheduled appointment date. For appointments longer than 1 hour, we require a minimum of 24 hours cancellation notice. Appointments cancelled without proper advance notice will be billed at full rate. Note: All hourly billing is done at quarter-hour intervals. Fees are due upon receipt of invoice. Fees are not contingent on any particular outcome or third party event. Retainers are non-refundable to assure consultant availability and to receive scheduling priority. SCOPE OF WORK AND LIMITATIONS Urban Forestry Associates has no personal or monetary interest in the outcome of this investigation. All observations regarding trees in were made by UFA, Independently, based on our education and experience. All determinations of health condition, structural condition, or hazard potential of a tree or trees at issue are based on our best professional judgment. The health and hazard assessments are limited by the visual nature of the assessment. Defects may be obscured by soil, brush, vines, aerial foliage, branches, multiple trunks or other trees. Even structurally sound, healthy trees fail during severe storms or other weather events. Consequently, a conclusion that a tree does not require corrective surgery or removal is not a guarantee of no risk, hazard, or sound health. I agree to the rates and conditions of the above fee schedule: Client: _________________ _ (Please print name) (Client's Signature) (Date) CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step I 2 3 4 5 6 7 8 9 10 II TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER Contracting Department: DPW Project Manager: Talia Smith Extension: 3354 Project Name : On-Call Arborist Services Contractor's Contact: Ray Moritz Contact's Email: ray@urbanforestryassociates.com RESPONSIBLE DEPARTMENT DESCRIPTION a Email PINS Introductory Notice to Contractor b Email Contract (in Word) & attachments to City Attorney c/o Project Manager Laraine.Gittens@ cityofsanrafael .org a . Review, revise and comment on drafl agreement and return to Project Manager b Confirm insurance requirements, create Job on PINS , send PINS City Attorney msurance notice to contractor Department Approval of final agreement form to send to contractor. (Provide Dept. Director Director Financial S1111111101)' w/ Agreement) Forward three (3) originals of final agreement to contractor for their Project Manager signature When necessary, contractor-signed agreement agendized for Council approval l'il\' Council approral /'L'l /ll irl!dji1r Professiunal Service\' Agn.!t'ments and purchases qj goods am/ se1Tices that exceed S75,000 and for Puh/ic 1Vorks Project Manager Co111ra<11 that exceed SI 75,000 (Ell/er date of Co1111cil i\leet111g) PRINT CONTIN UE RO UTING PROCESS WITH HARD COPY Forward signed original agreement to City Attorney with printed copy of Project Manager this routing fonn City Attorney Review and approve hard copy of s1~ned a~reement Review and approve insurance in PINS, and bonds (for public works City Attorney contracts) City Manager/Mayor Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to project City Clerk manaller Project Manager Forward Fmal Copy to Contractor COMPLETED DA TE 12/12/2018 12/10/2018 12/12/2018 12/12/2018 I2/I7/20I8 12/17/2018 NIA 12/18/2018 i/, l} 1 117!(4 \ 11-q h tl ~-3-EolJ REVIEWER (Initials) TW TW LG LG ~'fr/' TW NIA TW hi--/i 1.~